Greetings, welcome to Quisitive Technology conference call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to Mike Reinhart, Chairman, CEO, and Director of the company. Thank you. You may begin. Good morning, ladies and gentlemen. Welcome to the annual general meeting of the shareholders of Quisitive Technology Solutions Inc. I'm Mike Reinhart, Chairman, CEO, and a Director of the company. We have three items of business to conduct today. First, to appoint KPMG LLP Chartered Professional Accountants as the auditors of the company for the ensuing year and to authorize the directors to fix their remuneration. Second, to fix the number of directors of the company at five. Third, to elect the directors of the company. Once the formal business of the meeting has been completed, there will be a brief company update and an opportunity to ask questions. I will now call the meeting to order. In accordance with the bylaws of the company, I shall preside as chairman of this meeting. I shall ask Michael Murphy, CFO, and Corporate Secretary of the company to act as secretary of the meeting. I shall ask Deanna Wu of Computershare Trust Company of Canada to act as scrutineer for the meeting. The secretary has advised me that the notice of the meeting, together with the form of proxy, management information circular, and request form, have been provided to, as applicable, each director of the company, the auditors of the company, and provided to each shareholder of the company of record on May 21st, 2021, the record date for the meeting. An affidavit of mailing has been provided by Computershare to the company, and I direct that affidavit be annexed to the minutes of the meeting. Accordingly, I will dispense with the reading of the notice of meeting. The scrutineer has provided me with the preliminary report regarding shareholder attendance and representation at this meeting. The scrutineer reports that there are present at this meeting in person or by proxy 105 shareholders holding 130,158,345 common shares. Accordingly, I declare that the requisite quorum of shareholders is present, and I declare that the meeting is duly and properly constituted for the transaction of business. I direct that the scrutineer's complete report on attendance be annexed to the minutes of the meeting. Before we commence the formal business of the meeting, I would like to provide some opening remarks. The world has faced an interesting challenge with respect to the COVID-19 pandemic. As a result, we have moved our annual general meeting to this virtual platform in order to comply with social distancing as recommended by Canadian authorities. We thank you for your understanding and for dialing in today. We respectfully ask for your patience as we move through this meeting in virtual format. While this year's meeting will comply with applicable legislation, our rules of conduct will differ from an in-person meeting. Firstly, each attendee today is being asked to provide their full name prior to joining the platform, and these details have been conveyed to Computershare for the purposes of registration and record keeping in order to enable them to prepare their scrutineer's report for this meeting. The primary difference between this virtual format and an in-person meeting is the voting of the agenda items has been done via online voting or proxy in advance, as communicated in the information circular. Therefore, there will not be the normal process for voting, but rather the communication of the online voting results that has already occurred prior to the meeting. I now place before the meeting the company's audited consolidated financial statements for the fiscal period ending December 31st, 2020, together with the auditor's report thereon. These financial statements were mailed to each shareholder who requested a copy and were filed on SEDAR. Accordingly, I will dispense with the reading of the financial statements and auditor's report. We will now proceed with the appointment of the auditors of the company. Management has recommended that KPMG LLP, Chartered Professional Accountants, be appointed as auditors of the company to hold office until the close of the next annual meeting of shareholders or until their successors are appointed at such remuneration as may be fixed by the directors and the directors be, and they are hereby authorized to fix such remuneration. Computershare has advised me that the shareholders have voted in favor of this motion. Accordingly, the motion is carried. I declare that the resolution appointing the auditors of the company for the ensuing year and authorizing the directors to fix the remuneration has been carried. Our next item of business is fixing the number of directors at five. Computershare has advised me that the shareholder vote is in favor of this motion. Accordingly, the motion is carried. Our next item of business is the election of the directors of the company. Management nominates the following persons as specified in the management information circular delivered with the notice of meeting, namely Michael Reinhart, Laurie Goldberg, David Guebert, Philip Sorgen, Vijay Jog, to be elected to serve as directors of the company to hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed in accordance with the articles and bylaws of the company. Computershare has advised me that the shareholders' vote is in favor of this motion. Accordingly, the motion is carried, and Michael Reinhart, Laurie Goldberg, David Guebert, Phil Sorgen, and Vijay Jog have been elected as directors of the company to hold office until the close of the next annual meeting of shareholders or until their successors are duly elected or appointed. All of the formal business of the meeting has now been concluded. I hereby declare the meeting adjourned. I will now provide a brief company update prior to opening the call for questions. I want to start with talking a little bit about the 2020 and give a quick snapshot as we've all looked back on the year. First, I want to start off by thanking all of our employees, our strategic partner, Microsoft, as well as our customers for weathering through all of this together. Our employees have done an incredible job serving our customers throughout this pandemic and ensuring that the quality of work we do and the value we bring to our customers is consistent and high level, and doing that despite all of the dynamics of everybody's personal lives and things like that. Greatly appreciate everything that they've done and their ongoing support in helping us build and grow our business. Want to cover off on a few highlights as we look back a little bit. Each year, we like to reflect back on what's happened and look over the last two years, we've completed four acquisitions, with two in the last three months alone. Obviously, the Mazik Global acquisition we did that brought unique healthcare capabilities along with SaaS-based software and recurring revenue streams as a component, wrapped by really strong services capability, uniquely positioned within the Microsoft universe, and a great acquisition, and we'll talk a bit about integration and things like that. Obviously, the second one recently done was the transformational BankCard USA acquisition that really brought our payments business to life, and we'll talk a little bit about that journey as we go forward, and super excited about bringing that together. We now have five research analysts covering the company and appreciate their support throughout the last couple of years, helping narrate our story and bring that to life and visible to all the shareholders. We successfully raised about $73 million over the last 12 months. We now have institutional support of 11 key institutions, which again, is a great step in our journey with a strategic partnership with FAX Capital. We're really excited to have them as part of the family. Really appreciate their investment of time to understand our strategy in support of it and really helping activate some of the key things that we embarked upon with the BankCard acquisition. We did the activities last summer to consolidate our debt, significantly lowering our interest expenses. We're in a very strong cash position, as we've highlighted in recent press releases and things like that we can put to work to make investments in continuing IP and SaaS offerings, both LedgerPay and others that we're doing, as well as obviously money on the balance sheet to go execute additional acquisitions. We'll touch on that. FY 2020 revenue with an increase of 169% year -over -year, which both a combination of obviously M&A, but also strong organic growth. We had FY 2020 adjusted EBITDA increase of over 500% to CAD 8.1 million. When you look at and we shared previously our pro forma trailing 12-month adjusted EBITDA is over CAD 20 million. Really a different business that really has been transformed, both bringing this great cloud solutions capability to market as well as a growing and transformational activity on the payment side with BankCard combined with our LedgerPay platform. We also were recognized on the TSX Venture technology top 50 for the first time. We're excited to be listed amongst some very good profile Canadian companies. As we transition, you think about where we are. We talked a little bit about the pandemic and some of the things, and certainly different parts of the country. I know some of the folks in Canada are in a little different place than we are here in the U.S., things are really opening up, and we're starting to prepare reopening of our offices this summer. We'll continue a model that's consistent with what we had been doing previous, but continuing to enhance that around flexible remote work models, but combined with in-person collaboration that we think is really critical for enhanced engagement with employees and customers. You'll see us starting to activate those here in the coming weeks, actually, where we're starting to bring people back to our offices in a combination with ongoing remote work. We've also seen a lot of activity in marketing activities around customer conferences and events, things like that are now returning to in-person. We've already been present at a couple of key payments conferences where we were able to meet with and interact with customers, and actually it really helped us accelerate our pipeline on the payment side and seeing good momentum there and starting to see more and more of those scheduled as we move into the late summer, early fall as in-person events and talking to Microsoft and some of the conferences they do in the future, returning to an in-person format as well. Just on the cloud solution side, to give you guys a quick summary update. We continue to have really good progress on acquisition integration and bringing the business together, focusing heavily on cross-selling across our different teams and doing sales training. We've had a third party come in and help us do some things around enhancing our sales techniques around solution selling, which is a big component of how we go to market with customers around a complex solution sale and bringing that to life with what I call arrows in the quiver. We've got this really broad set of services across our different capabilities in the Microsoft Cloud and bringing those together by industry, combining it with our first-party IP offerings that we've brought into play as well as the services component of that. We're continuing to invest in our IP and SaaS offerings. Obviously, we've acquired some of those through acquisitions, both at CRG, when we bought their company, and continue to enhance the emPerform product and some of the other components of that platform. The MazikCare and Mazik Manufacturing offerings, continuing to enhance those and invest to create and grow. Obviously all the things we're doing from a retail side with LedgerPay and bringing it to life and doing some things on that front, which will continue to drive higher margin recurring revenues for our business, and we'll talk more about that as we progress. Our strong alignment with Microsoft is in a great position, including industry teams. Microsoft has really made the shift over the last 18 months or so and continues that, and we've been very carefully focused on bringing, again, this approach to market around an industry-led, combined with the SaaS offerings, but with very sophisticated services like other global SIs that you might know of that bring that kind of a robust offering to the market. Now you think about the spectrum of providers out there, the traditional VARs who are selling hardware and software, very low margin businesses. There are what people classify as IT services businesses that start to try to provide a set of services, typically horizontal in nature, and certainly can do some of the next wave kinds of things. But margin contributions in those businesses is significantly lower than the kinds of targets that we have for the business. They're typically in the 20%-25% range. But as we become this unique systems integrator that looks a lot like those globals, bringing that combination of industry acumen combined with IP and SaaS offerings, managed services, along with the sophisticated systems integration services that are really unique. That's where we are driving a different margin profile and will continue to scale and grow that both organically as well as through M&A. We are actually starting to see some interesting BankCard opportunities as we brought them into the fold, and where they have customers that need cloud solutions. We have an interesting example where we have a company that we are currently providing payment processing services to. They're looking to scale and grow through a franchise model, and add 200 stores across the U.S. One of their big blockers is their back-office systems on an ERP side, as well as some of the things they're doing from a point of sale and looking for a more sophisticated point-of-sale provider. They're looking to use the Dynamics platform that Microsoft has to do that. In order for us to capture that revenue growth on the payment side, we're able to now use our cloud solutions capability as a mechanism to help them remove that blocker, accelerate getting their back-office systems in place to do that, which will not only yield opportunity for our cloud solutions business, but then be an accelerant to help fuel growth for our payment solutions. We'll continue to see those kinds of things where there's really powerful synergies about having this cloud solutions capability. You start to unlock data and do things that are trying to fuel growth for businesses. Even on the payment side, having that unique capability is going to be a big differentiator for us as we go to market, and we're starting to see some of those examples come to life. Obviously, on the payment solution side, we were excited this morning to announce the official signing of the sponsorship with Bancorp. Obviously it was a very long process. I know many had wondered when that might come. It's something that we've spent a better part of about nine or 10 months working on. There are very few people that have gotten to this stage in being able to get sponsorship to be connected with Visa and Mastercard. It was a heavy, long process, including heavy due diligence and significant legal work. We're excited to be working with Bancorp. They're a fintech bank that has some interesting relationships with people like PayPal and Chime and Intuit and others, where they really understand unique things about how to do digital payments in the marketplace. We're happy to be their sponsored provider of processing services with Visa and Mastercard. What happens is they are now formally making the request to Visa and Mastercard for formal sponsorship and sending that paperwork to them. What happens from there is Visa will assign to us and Mastercard both, a project manager, and then about a 90-day process from the time the project manager is working with us to do the certifications that we've talked about in the past to have and be able to do the begin processing transactions will occur. Certainly really a great exciting day for us. A big milestone that really positions LedgerPay for the commercialization and activation that we've talked about and really now the power of the Bank Card activation and revenue synergies become line of sight for us. Interestingly, you probably noted in the press release if you read it this morning, that Microsoft Global Head of Payments, Peter Hazou, actually talked about Microsoft's excitement about this platform and sponsorship happening and what they're doing. Actually, Peter was the one that had offered to be part of that release with us because of how he believes it's a really strong value proposition for Microsoft and their customer base in bringing that to life. We've been very active in developing our migration plans with BankCard to begin right after the certification is completed. We've got that planning process in flight, beginning to work with identifying the transition points and working with the various parties to do that. We'll have that ready to activate as soon as the certification is formally achieved. We also, as I mentioned, just with some of the events we're doing, but also our direct selling activities, a growing pipeline of merchants across retail, ISOs, additional ISOs, not just from an M&A side, but also selling payment services to them at a really strong and growing portfolio there, as well as some really interesting ISV opportunities where they're looking to service payments to their merchants, including a large set of ISVs that have some unique marketplace challenges. Again, seeing a great opportunity, pipeline is growing there and building momentum towards our receiving the certification process to be able to begin to onboard and activate that revenue stream. We have some interesting new opportunities growing at dunnhumby. Similar to what I described with BankCard, we're seeing the power of our cloud solutions business being able to remove a blocker from even their customer pursuit process and unlocking payments. They have some customers that they're working with that as you start to think about data and bringing data to life inside of a cloud and all that, one of the things that even a company like dunnhumby is running into is many of these companies don't yet understand how to bring that data into their environment that can really unlock the value for the services that dunnhumby provides, as well as what we're looking to do with LedgerPay. We're leveraging our cloud solutions capabilities in partnership with them going in and helping that customer get their cloud environment established to be able to have secure environments to manage this data, which allows dunnhumby to activate their services and us to bring our payment solution behind it. Again, really seeing these powerful synergies between our cloud solutions and payments offerings that I know some have asked me many times about why do these coexist? As you start to think about all this rich data and how to bring it to life, having that kind of apparatus called in our technology services and cloud solutions is a really unique offering. Again, it's creating these ways for us to activate customers in more meaningful and accelerated models that through our partnerships with both Microsoft, dunnhumby and with BankCard, as I described, are really a powerful combination. We'll continue to see that expand. On the acquisition front, we continue to have active discussions with several cloud solutions and payment solutions companies. We're looking to acquire one of each here in the second half of the year, and we'll continue to progress forward on that. On the cloud solution side, we continue to look for industry-focused and SaaS offerings that are wrappered by strong services capabilities and a customer base that we can do cross-sell and increase wallet shares and bring that together. On the payment solution side, continuing to look at additional ISOs that we can bring in with a portfolio mix of both card present and card not present, as well as low and moderate risk as we continue to build out our portfolio of merchants that we bring in, along with ISVs that we see as an opportunity with complementary offerings for payment solutions as well as access to their customer base as we build and go forward. Our overall goal has been, as we described, is achieving CAD 250 million in revenue and CAD 100 million in adjusted EBITDA as we go forward over the next two to three years. We really see, obviously, the key components of that are continued growing synergies in our cloud solutions business and capturing more wallet share per customer and just some of the things I described that we're building momentum to do that. Obviously, ongoing M&A to support both cloud solutions and payment solutions to build and grow. Activation of the LedgerPay platform. Obviously, the bank sponsorship is a very key milestone that we're super proud of, that now allows us to activate next steps. We'll get the certification process over the next three to four months. Begin to be able to activate those revenue synergies with BankCard, which are a key component of revenue and profit growth, but then also unlocking the organic growth through retailers, ISOs, and ISVs that we'll continue to have and we'll continue to invest in sales and marketing and continue to ramp that. With that comes an ongoing growth in recurring and transaction revenues, where on a pro forma basis, we're roughly 45% of that's recurring today, and we'll continue to grow that to over 60% as we continue to scale the payment side of the business and introduce SaaS offerings in the cloud solutions side of the business. In summary, we've had significant progress over the past year. Really excited about the progress we've made, including the announcements this morning. We see growing synergies with the acquisitions across cloud solutions and payment solutions as I've described, looking to really activate LedgerPay here in the coming months as we go forward in both organic and synergistic ways with BankCard and other ISOs and acquisitions we do. We see the power of the cloud solutions to enable and activate payments growth. Then we have this unique strategic partnership with Microsoft that continues to bring unique value to us, our customers, and to you as shareholders across engineering and building our products, whether it's on the Mazik side, the MazikCare products and things we're doing there, as well as what we're doing with LedgerPay and their ongoing involvement, including some things from an AI and machine learning side. Sales activation with Microsoft that we continue to have more and more focus with them around their industry alignment and how we're bringing value to them and their customers in that context, and really leveraging their brand permission to play that we believe gives us scale and reach that is just not available elsewhere. Those were the comments I had for sharing, and certainly appreciate the opportunity to give a quick update to all of you. Will now be pleased to answer any questions that you may have about the company, and I'll turn the call over to the operator, Sherry, to provide guidance on how to do so. Thank you. If you would like to ask a question, please press star one on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. We will pause for a brief moment to poll for questions. There are no questions at this time. Well, thank you, Sherry. Well, appreciate all of you on a bright Monday morning in the throes of summer. We are hoping everybody is enjoying what is hoping to be a little bit more normal summer. We're certainly excited about the opportunity ahead. We believe we have continued to execute and deliver as expected and in creating great value for our shareholders. We appreciate the support that we've gotten from all of you in the process, and look forward to an exciting second half of 2021. We'll be ready to get back in front of you at earnings call here in a couple of months. Thank you so much for your time today. Have a great week. Thank you. Thank you. This does conclude today's meeting. You may disconnect your lines at this time, and thank you for your participation.
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