Good morning. I'm gonna start the meeting. Good morning to all our fellow shareholders and guests. I'd ask that as we start this meeting. I'd like to welcome you all to this annual meeting of common shareholders of RF Capital Group. Welcome also those of you who are joining us. My name is Don A. Wright. I'm the Chair of the Board of Directors of RF Capital. In accordance with RF Capital's bylaws, I will be chairing. If I introduce people joining me, Ed Kilburg Heise, Kish Kapoor, Director, and the President and Chief Executive Officer of RF Capital. Tim Wilson, the Chief Financial Officer of RF Capital. We are also pleased to have some members of our board in attendance today and ask them to stand as I introduce Natalie Bernier. Ferguson. Dietz. 2022 has been a year of change, disruption, and progress. We expanded and enhanced our physical footprint. We outsourced our back office and technology needs. We endured challenging markets while posting record results in the last three quarters. We also inspired the best talent in the industry who believe in our long-term vision, their unquestionable ability to overcome significant disruption. We aligned our people to help us build the brand of choice for Canada's top advisors and their clients. It's been a year of Herculean effort on so many people's parts, helping to lay the foundation for long-term success, and these people have moved mountains. On behalf of the board, I'd like to extend sincere gratitude to our advisor teams, clients, employees, and shareholders. This company is innovating rapidly. We're building to be the best, and we are steadily showing our true potential. We are on a long-term journey. I thank all of those that are committed to helping it unfold. I also wish to thank all of you who are joining us today and those who have submitted their proxies in advance. Following the formal items on today's agenda, there'll be a presentation by Kish Kapoor providing further details on our transformation journey and the company's financial results. After which, we'll be pleased to answer and respond to any questions that you have. With respect to the proxies received before the meeting, more than 90% of shares voted by proxy will be voted in favor of each of the matters sufficient to ensure that all motions before the meeting will pass. Accordingly, voting will be conducted by a show of hands. I will now proceed with the formal portion of today's meeting and call this meeting to order. With the consent of the meeting, I will ask Krista Coburn, our General Counsel and Corporate Secretary, to act as Secretary of the meeting. With the consent of the meeting, I would also ask that Helen Kim and Carol Pinilla of TSX Trust Company, our transfer agent, act as scrutineers of this meeting. To report on the number of common shareholders present in person and the number of common shareholders present by proxy, to tabulate the votes on any poll taken, and to report to me as the Chair of the meeting. We have received confirmation from our transfer agent indicating that the notice of availability of our proxy materials for this meeting, which materials included the notice of the meeting, form of proxy, and the management information circular, was properly made available to the common shareholders of RF Capital. The scrutineers also provided me with a report on attendance, which confirms the requisite quorum is present at today's meeting. Unless there's an ex-objection, I will dispense with the reading of the notice of the meeting. I will also direct that a copy of the notice of the meeting, form of proxy, and circular, and proof of the delivery of the notice of availability, together with a copy of the scrutineers' report on attendance at the meeting, be annexed by the secretary to the minutes of this meeting. Notice of the meeting having been given in accordance with RF Capital's bylaws and a quorum being present, I now declare that this meeting has been duly convened and constituted for the transaction of the business for which it has been called. With respect to the matters of business, to make the best use of our time today, certain shareholders in attendance today have confirmed they're prepared to move and second each of the motions. For the purposes of voting on the matters of business, only holders of common shares as of the close of business on March the 20th, 2023, or their proxies, are entitled to vote today. The first item of business today is the presentation of RF Capital's audited consolidated financial statements, the auditor's report thereon, and the related management discussion and analysis. These documents were made available to registered common shareholders of RF Capital. We'll now proceed with the matters requiring shareholder action today, the first of which is the election of directors. The term of office of the directors will be from today until the next annual meeting of common shareholders or until such time as their successors have been duly elected or appointed. As set out in our management information circular, 10 directors are to be elected today. The following individuals have been nominated: Natalie Bernier, David Brown, Vincent Duhamel, David Ferguson, Kish Kapoor, David Leith, Jane Mowat, David Porter, Sandy Riley, and myself. Information regarding each of the nominee directors is set out in the circular. Specifically, I would like to note that we have a new director standing for election at this meeting today, Mr. David Porter. Following an internal election process in November of 2022, David was selected by Richardson Wealth advisors and employees to fill the board seat vacated by the previous advisor and company, Marc Dalpé. David was then appointed to the board in January of this year. You will see from David's biography in the management information circular that if elected, he will bring valuable skills, expertise, including the perspective of an advisor to our board. We'd also like to thank Marc Dalpé for his service and guidance over the years at both the Richardson Wealth and the RF Capital board level, and look forward to his continued success as a Richardson Wealth advisor. May I have a motion for the election of each of the 10 persons nominated as directors of RF Capital. I move that each of the 10 persons nominated be elected as directors of RF Capital to hold office until the next annual meeting of the common shareholders or until their successors are elected or appointed. Do I have a seconder? I second the motion. Thank you, George. Are there any other further nominations? If there are no further nominations, I declare the nominations now closed. If any shareholder or proxy holder has questions relating to the election of directors, I request that they be asked at this time. It is now in order to vote on the motion. The vote for this resolution will take place by show of hands. All in favor, please raise your hand. Contrary, if any. Okay, that is passed. I declare the motion carries, and each of Natalie Bernier, David Brown, Vincent Duhamel, David Ferguson, Kish Kapoor, David Leith, Jane Mowat, David Porter, Sandy Riley, and myself, Don Wright, are duly elected as directors of RF Capital until the next annual meeting of shareholders or until his or her successor is elected or appointed. The next item of business is the appointment of auditors and the authorization of the board of directors to fix their remuneration. As set out in our management information circular, I will now move that KPMG LLP be appointed auditors of RF Capital to hold office until the next annual meeting of common shareholders, and that the board of directors, on the recommendation of the audit committee, be authorized to fix their remuneration. May I have a motion on this matter? I move that KPMG LLP be appointed auditors of RF Capital to hold office until the next annual meeting of common shareholders, and that the board of directors, on the recommendation of the audit committee, be authorized to fix their remuneration. Thank you, Alan. Could I have a seconder, please? I second the motion. Thank you, George. If any shareholder or proxy holder has questions relating to the appointment of auditors, I request that they be asked at this time. The vote for this resolution will take place by a show of hands. All in favor, please raise your hand. Contrary, if any. I declare the motion carried. With voting on all the business matters now complete, I'd ask that the scrutineer compile the report regarding the final results, which will be published on SEDAR and by press release. Is there any other formal business that may be properly brought before this meeting? Seeing none, ladies and gentlemen, that concludes the formal part of this meeting today. May I please have a motion to conclude the meeting? I so move. Could I have a seconder, please? I second that motion. All those in favor, raise your hand. Contrary, if any. I declare the motion carried in the annual meeting of common shareholders of RF Capital Group Inc. is now concluded. Before we hear from our President and Chief Executive Officer, I wanna thank you all for attending today. Following Kish's presentation, we would be pleased to answer any questions you might have about the company. I'll now turn over the presentation to Kish. Thank you, Don. Good morning, everyone. Thank you all for joining us at our first AGM since becoming a pure play wealth management firm. We have many directors and shareholders in the room, including our advisors and our employees, and many more online. A special welcome to David Porter, our new Director, and Neil Bosch, Darren Haywood, and Kathleen Kowalik, who have come all the way from Alberta to spend a few days with us. Neil, Darren, Kathleen, Marion. I'd like to take a moment to introduce my executive committee, some of whom are here today. Mike Ankers, Natalie Bisset, stand up, please. Lynne Brejak, Krista Coburn, Scott Stennett, our game changer, architect of pretty much everything that we do. Sarah Widmeyer, Michael Williams, and Tim Wilson. We're here at the Toronto Region Board of Trade, a beautiful new building at 100 Queens Quay East, home of the new LCBO flagship store, a Farm Boy grocery store, and Canada Goose company headquarters coming soon. It is also our new home for our clients, advisors, employees based in Toronto and, in fact, everywhere in the country. We're on the 23rd, 24th, and the 25th floors. We relocated here with several goals in mind. We wanted to pay homage to Richardson corporate history, create a sophisticated, inviting, and inspiring destination to access natural light, and with it, a feeling of openness to ensure we have a place where everyone who walks through the door feels special. Please come and see us anytime. Today, I'm gonna talk about three things: our strategy, our performance, and our outlook. Yes, Jim Gelman. Where are you, Jim Gelman? I am going to talk about our stock price. I'll open it up for questions. Before we get started, our General Counsel, Krista Coburn, whom I affectionately refer to as Dr. No, has instructed me to share this disclaimer. Did I get enough, Krista? We good? With that out of the way, let's get started. Two years ago, yes, just two years ago, at our AGM, we announced a bold strategy. We set out to change the game. We saw an opportunity to be the brand of choice for advisors and their high-net-worth clients in the fast-growing wealth management industry, where independent boutique firms are attracting a lot of attention north and south of the border. In fact, in Investment Executive's 2022 Brokerage Report Card, Richardson Wealth and two other independents are among the top five Canadian firms, including all Canadian banks. In a CAD 5.6 trillion industry that is expected to double over the next decade, we saw a path to ambitiously grow and create a stronger, more enduring, and ultimately more profitable business by, first and foremost, doubling down on support for our advisors, supercharging recruiting, and acquiring or partnering with like-minded firms. With 20% of our expected growth over the next three to five years, actually, to come from supporting our advisors, 20% from recruiting, and 60% from M&As. To execute on what we call our three-pillar strategy, we knew we needed to strengthen the foundation of our business. We needed to transform our digital and physical footprints, and we needed strong advisor engagement. With this, we knew the business, especially if done right, could scale, and we would reach our audacious goal of tripling assets under administration to CAD 100 billion. We challenged ourselves and dared to risk disrupting every single aspect of our business to build a strong foundation for tomorrow. This has taken courage and commitment from everyone, especially our advisors and their teams. It has taken patience, collaboration, and hard work. While the work is not done, in fact, far from it, and we've not yet reached our target state, we have been moving forward with purpose, investing in our capabilities, posting strong results, and hitting many milestones. The bottom line is, much of the heavy lifting is behind us. To my disappointment, however, the market hasn't yet recognized our accomplishments. In fact, our share price has fallen 40%. 40% since October 2020 to CAD 11.50 at the end of 2022. leaves our stock at less than half the CAD 24 valuation that RF Capital gave at the end of 2020. Happened even as we grew our business since we embarked on our journey. AUA of CAD 36 billion is up almost CAD 8 billion or 28% compared to 2020. Revenue of CAD 354 million is up CAD 90 million or 33%. adjusted EBITDA of CAD 62 million last year is up 77% from the CAD 35 million we reported in 2020. Our evaluation in the face of our growth and delivery of our promises frustrates me as it likely does you. We're not alone. While our share price is down 39% from the beginning of 2022, two of our wealth management peers who are also public companies are also down 30% and 50%. Our EBITDA multiple is now less than 5 times. 5 times. All of this while recent transactions in the wealth management space have reportedly occurred at multiples of 13x-16x EBITDA or even higher. We also note that the RIA transactions in the United States are happening at similar or higher multiples. The recent purchases by IGM of a 20% interest in Rockefeller Capital was at a reported 21x expected 2023 EBITDA. Compare that to ours at 5x. Likewise, RBC recently valued Canaccord's Canadian Wealth Management business at a multiple of 2.3%-2.7% of AUA. This suggests an enterprise value of CAD 811 million-CAD 941 million for a franchise of similar size to ours. In contrast, we're trading at less than 1% of assets. As Ramr would say, "Why the disconnect? Why the disconnect?" Is Ramr here? He's not. That's what he would say. Would Gelman. Would many, many others. We have a couple of challenges. We have a small float, there's not a lot of attention on microcap stocks in this environment. In fact, yesterday we had a presentation to the board, we learned from BMO that at the TSX, 232 companies essentially represent 97% of the market cap of the TSX. The rest of the 400 companies share in the 3%. As the rest of them share for attraction and compete for the Canadian dollars to microcaps, it's a small cap, microcap, Canadian, highly illiquid market in which we're competing. We suffer the consequences of that. We're not unique. We don't have an issue specifically to us. These factors and recent market volatility certainly affect our value. Whatever the reason for the valuation disconnect, we believe that over time, as we execute against our strategy and consistent strong financial performance quarter after quarter to close the valuation ground. In the meantime, we will continue to relentlessly drive the business forward with the help of our advisors, whom we consider to be our clients, and all the talented people who support them right across the country. They are at the heart of everything that we do. It is their courage, their commitment, their encouragement, and their willingness to give brutally honest feedback that inspires confidence that we can achieve our goals. I'll give you just two examples of what that looks like. Last year, we held an election for the advisor representative on our board. We had an incredible turnout at the polls. David Porter was elected with the backing of advisor teams representing 82% of AUA and 383 employees. Because of these advisors who stood for election were so impressive and so committed to providing leadership, constructive leadership, I formed a new CEO Advisory Council and appointed all the candidates to sit on it. We also selected 11 other advisors from across the country to join. This group will provide sage advice to me on a regular basis. Equally as important, we're in constant communication every day, listening to feedback, which guides every single decision. We're not always gonna get it right, but we do listen. Everyone here has always had a voice. When we embarked on this journey, they told us we needed to invest in technology and premises. Things that will make us exceptional, that will make Richardson Wealth extraordinary. In Paul McKenna's words, "I want to play to win." We want to play to win. Paul McKenna said, "We need our swagger back." We knew this would mean rebuilding our technology and relocating hundreds of advisors and their teams. We knew it wouldn't be easy either, and candidly, it hasn't. It was vital. I'm very proud of the entire Richardson family for creating the building blocks for a sustainable and durable business. Tim Conlon, one of our Calgary-based advisors, put it best. He said, "It's incredibly audacious and bold to tear down a system that functions and still delivers good results." As the brave, we tore down that system, went through all that pain, and rebuilt, knowing there is something so much better on the other side. I couldn't have said it better myself, neither could have Julie Burnham. Right, Julie? Here's what we've done. We made our offices across Canada better. We renovated some and moved others to premier locations. We've gotten rave reviews from advisors, including those in our recruiting pipeline and from clients. They love, love coming to our new space. They feel the difference. Right, Neil? Neil took a red eye. A little sleepy today, Neil. That's good, though. You took the time to come here. We have doubled down on by bringing the technological power of Envestnet and Fidelity, two world-class friends, to help our advisor practices. They may not be perfect yet, but they will be. The Investment Portfolio Management System, which we announced in 2021 and launched last year, provides advanced portfolio solutions for our advisors. In January, we hit an incredible milestone, or at least Scott did, with the conversion of our back office to Fidelity, one of the biggest data conversions in the history of our industry. Through Fidelity's unified platform, which supports over $5 billion in assets in the U.S. and will soon service almost CAD 100 billion in Canada, we are well on our way to having customizable advisor tools that will put us on the leading edge. As their largest client in Canada, we have their full attention to make this platform the best it can be. Recently, Manulife announced its intention to adopt the same Fidelity platform. This is further proof that we're not alone, and we're certainly on the right path, we're also the right leaders in digitization and have pioneered a trail for others to follow. We all know that being trailblazers can be challenging, right, Neil? I would like to extend a sincere thank you to our trailblazers, the advisors, associates and assistants, branch management teams, and corporate staff for the herculean effort that they are devoting to learning how to use our new tools. Right, Steph? Don't hear you, Steph. In the four months since our conversion, we've been working around the clock to smooth out the many wrinkles we experience. Fidelity even has their experts embedded in our office to help manage this transition. The best part, really, the best part, the quantity and frequency of angry emails and calls, really angry emails and calls directly to me are way down, the tone has improved. That is a sign of progress. Today, our advisor teams and clients are just beginning to appreciate more and more of the long-term benefits of safe through processing, a more seamless interface. They're seeing the long-term power of Fidelity's cloud-based platform and commitment to continuous innovation, including an enhancement to the advisor and client experience. They're getting, dare I say, a little more enthused, just a little every day. Too are the advisors who are interested in joining Richardson Wealth. When potential recruits come to see us, they leave fully impressed. They're impressed by our people, our workplace, our technology, and our willingness to take bold risks to better serve our advisors and their teams for the long term. With Fidelity, we now have a partner that has the financial capacity to make significant ongoing investments to meet our needs for years to come. That enables us to reallocate millions of CAD of our own capital and resources to accelerate growth. As we look to our CAD 100 billion goal, that's exactly what we needed to happen. While we were investing in our physical and digital footprints, we never lost sight of what else we had to do to advance our three-pillar strategy. We put in place a framework to cultivate our next generation of advisors. We enhanced our website, we won five ABA Digital Platform Awards. We rolled out 8-person, Christina did, master class sessions to over 400 people across the country. We continue to ensure our culture is incomparable. Last spring, we hosted our Back to the Future advisor conference in Winnipeg home with the Richardson family. Our message was simple: to know our future, we must understand our past. We had a panel discussion with our board. We featured two members of the Richardson family from the 6th generation, also known as G6. We heard from our advisors who shared their best practices, and we had an incredible private concert for Winnipeg born and raised Chantal Kreviazuk. Most of all, you'll be shocked that I could pronounce that. Most of all, we had fun. Mark Jalbert, one of our Montreal-based advisors and former board member, said, "This was my best conference in 32 years, my best conference in 32 years of being an advisor. The content and presenters were all excellent. The variety of subjects was simply fantastic." We're gonna do the same in Austin, Texas later this month. Another cultural milestone in 2022, we were named a Great Place to Work for the fifth year in a row. We were also named top 50 best workplaces in Canada, as well as best workplaces in financial services and insurance for the fourth time. Our people across the country, supported many charities, including The Million Reasons Run, 100 Km Kidney March that Darren Haywood ran or walked in or rode in. Dress for Success, the Black Opportunity Fund through North Aid, Women of Courage. We've continued our partnership with Pride at Work as part of our commitment to building a workplace that celebrates all employees. I'm equally proud that today, in support of diversity, equity, and inclusion, we're setting ambitious goals, including attracting more women to work in our business through a strategy we call Illumination. We're well on the way to achieving our goals. Today, 50% of those that work on our advisor teams, 47% of our executive management, 57% of middle management, and 51% of all employees are women. While 17% of our advisor teams are women, we're determined to meet our objective of reaching 50% in five years. All this contributes to our extraordinary culture. I believe we have something truly exceptional here, and our culture is also evidenced through the numerous public awards our advisors receive. Allow me to take just a moment to acknowledge our many advisors who received industry recognition. The list is long, but I think that's a really good thing. The following were named as Canada's top 150 wealth advisors. In alphabetical order, Rahim Chatur, Tim Conlin, Mark Jalbert, Alexandra Horwood, Ida Khajadourian, Neil Kumar, Kyle Richie, and Tyler Steele. 24 were also awarded Best in Province. Rory O'Connor, Greg Phillips, Rob Campbell, Marshall Drozdiak, Brad Gustafson, Brad Hunter, Tricia Ledbetter, Jeffrey Mackie, Kathy McMillan, and Susan O'Brien in Alberta. Benji Miles in Manitoba. Fred Manuel, Ty Cook, Andrew Findel, RoseMarie Horwood, Craig Michelle, Diana Orlik, Simon Partington, Tim Pritchard, Dustin Van Rys, Joseph Bakish, Cielo Carin, Antoine Niding, and Marc Tétreault. Congratulations again to you all. We're attracting even more great people. Nathalie Bissonnette has grown our recruiting pipeline to CAD 26 billion today. This pipeline represents a rich pool of talent who are actively engaged with us. Let's talk about how all of this is driving improved financial performance. We delivered record revenue and adjusted EBITDA in 2022, our second full year operating as Richardson Wealth. Amid challenging market conditions, we achieved 8% revenue growth. Fee-based revenue was up 5% and represented 88% of revenue last year, up from 86% in 2021. Interest rate increases provided a tailwind for us. Interest revenue was up CAD 22 million or 137% over 2021. Our results were also helped by the work we've done to diversify our service offerings. Our decision to bring insurance in-house drove a 232% increase in insurance revenue to almost CAD 18 million. Another very notable highlight from our 2022 financial results is the operating leverage we delivered. On 8% revenue growth, adjusted EBITDA increased 21%. This is the power of our resilient business model. We expect further operating leverage ahead of us because of the Fidelity transition and cost management efforts. From technology to premises and to people, we've made many necessary investments and laid the foundation needed to execute our growth strategy. This means we expect incremental growth will be increasingly profitable. Turning to the first quarter, even with the TSX and S&P down 8% and 9% respectively over the last year. We ended the quarter with AUA of CAD 36 billion, down only 3%. This is a testament to the excellent work our advisors are doing to attract and serve clients. We reported revenue of CAD 88 million, unchanged from Q1 last year. Fee-based revenue was down 8%, exceptionally low volume in new issues caused corporate finance revenue to decline 54%. We're not alone in that sector. However, interest revenue was up 179% to CAD 13.4 million, insurance revenue continues to add to our diversification, increasing 12%. All told, adjusted EBITDA was CAD 13 million in Q1, 18% higher than in Q1 last year. For the balance of 2023, we expect to increase adjusted EBITDA by 10%. This outlook assumes continued growth in average AUA. While we expect equity and debt markets to remain flat, we're very confident we can grow by recruiting more advisors and deepening client relationships. That's a wrap on the financial results. Let's move to our long-term outlook. We expect the pace of recruiting to accelerate, driving more growth. After recruiting moratorium last year to focus on Fidelity transition, we are now resuming our recruiting efforts. In fact, in the month of January, we had over CAD 10 billion recruits come and attend our offices, in February and March with CAD three and a half billion for each month. In the second half of this year, we're going to be investing more time in our third pillar of our strategy, growth through M&A and partnering with like-minded firms. As we move ahead, we maintain our ongoing quest for continuous improvement. We will innovate, adapt, and stay true to our long-term strategy. We're gonna take assertive action, which is often unsettling. In doing so, we will also be continuously improving, and we're going to do that sustainably and profitably. We can do this because of our people, who are our greatest asset, and because of the courage to rebuild. Together, we're creating a stronger, more profitable, and more enduring business. We expect that the market will take note and reward you, our shareholders, with a share price that is more reflective of the value that we've been creating. I'm committed to spending even more time telling our story, your story. I'm convinced that these efforts, combined with constantly or consistently improving fundamentals, will lead to a higher share price. I'll close by saying thank you. Thank you to our people, to our advisors and clients, our associates, assistants, everyone pretty much at the firm, our incredibly strong independent board of directors, and to you, our shareholders, for your patience, for your support through the challenging phase of our transformation. My promise is that it will all be worth it. For those of you who have joined us in person today, thank you for coming. It is a joy to share this beautiful space with you and especially meaningful that we can all be together again. Don, Tim, and I will be happy to take your questions. Questions. Please. Question was, how many shares do we buy in the NCIB, and what's our plan this year? Tim, you got some mic right there. Pardon? 60,000 shares. And our plan, we did not renew our NCIB in 2023. Reason for that? I'm gonna let Tim answer that. Yeah. We had long discussions about that at the board level. We decided that we have so many other attractive growth opportunities that we believe could generate more value for our shareholders, that we decided to deploy our capital against those. Thank you. Other questions? Come on. Good. Well, hearing no further questions, thank you for coming. Enjoy. We got lots of food there, and certainly feel free to come up and ask questions if you wanna do it on a one-on-one basis. Our board is here, you can ask them questions, too. Thanks very much.
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