Good afternoon, everyone. My name is Philip Murray, and as Chairman of VOTI Detection Inc., I will chair the annual and special meeting of shareholders. The meeting will now come to order, and I will ask Campbell Stuart to act as secretary and Julien Lavallière of the TSX Trust Company to act as scrutineer for this meeting. For those shareholders who have connected via telephone, please identify yourselves to the secretary now in order to establish attendance and a quorum for the meeting. Are there any shareholders attending by phone? Neil Hindle. William Awad? William? Yeah. Awad. Okay. And? Neil Hindle. Neil? I'm on it, too. Okay. Anybody else? There you go. Okay. I will now ask the Secretary to produce proof of mailing to the shareholders of the notice calling this meeting. Here is the affidavit of mailing, and I will put this in the corporate records. The proof of service of the notice calling the meeting has now been duly filed, and I direct a copy of the proof of service to be kept by the secretary with the record of this meeting. I'm advised that there is a quorum present. Now, is the scrutineer's report ready? Yes, it is, Mr. Chairman. Okay. The undersigned scrutineer hereby report that the shareholders and proxy holders present at this meeting represent, in person or by proxy, 15,777,279 common shares, being 33% of the 46,993,101 outstanding common shares of VOTI Detection. This is signed in this day and hour, on this April 29, 2022, Julien Lavallière from TSX Trust. Thank you very much. I now declare the meeting to be regularly called and properly constituted for the transaction in business. First item of business is the presentation of the audited consolidated financial statements of VOTI for the year ending October 31, 2021. As those statements have been provided to all shareholders, I would ask that the formal reading of the auditor's report be dispensed with unless any shareholder feels otherwise. There being none, I would ask Daniel Ménard, the corporation's Chief Operating Officer and interim CFO, to review the statements and answer any questions that you may have. Thank you. Good afternoon, all. Here are some of the highlights for fiscal year 2021. Revenue was at CAD 23.7 million for the whole year, with an adjusted EBITDA that was negative CAD 1.1 million for the year. Some of the highlights, the revenue increased by 25% for fiscal year 2021 to CAD 23.7 million compared to CAD 19 million for fiscal year 2020. While we posted a 25% year-over-year revenue increase, it was not what we originally anticipated, and the company was still being hampered by a slower-than-expected recovery from the pandemic's fourth wave. 178 customers year to date in 2021 as compared to 125 in 2020, a 42% increase. We sold 685 systems in fiscal year 2021 compared to 526 in 2020. Sales made in the U.S. continued to remain a significant portion of VOTI's sales and represent 70% of the revenue for the year compared to 60% of the previous year. The average sales price of our scanner in 2021 was $24,000 compared to $23,600 in 2020. FX decreased by 10 points from 1.36 points last year to 1.26 points, which had a material impact on the average selling price. Fiscal year 2021, after-market service revenue increased to CAD 2.7 million compared to CAD 2 million in 2020. As a percentage of total revenue remained relatively flat at 11% for fiscal 2021 compared to 10% in fiscal 2020. Gross margin for fiscal 2021 increased to 33.8% from 30% in 2020, mainly due to the Matrix product line that we started to sell in 2021. We sold a total of 293 Matrix units in fiscal 2021 when compared to 0% in fiscal 2020. Our head count at the end of the fiscal year was 77, but on an average was 83 during the rest of the year. OpEx, excluding depreciation, amortization, fair value adjustments for warrants and embedded derivatives and other non-recurring items, OpEx was up CAD 9.3 million in fiscal 2021, CAD 500,000 more than compared to CAD 8.8 million in 2020. Mainly due to CAD 300,000 more CEWS received in 2020, together with salaries back to normal after pandemic. We accounted for the following items during the year that are excluded from the adjusted EBITDA. Non-recurring professional fees of CAD 212 thousand and severance pay of CAD 582 thousand. Financial expenses for the year was CAD 3.1 million compared to CAD 2.2 million in 2020, an increase of CAD 1 million. The increase is primarily attributable to CAD 680 thousand loss in FX and CAD 306 thousand private placement fees. Working capital decreased by CAD 2 million from year-end 2020 and ended the year with CAD 6.5 million, down from CAD 8.5 million. Excluding debt, working cap decreased by CAD 1.7 million from the beginning of the year and ended the year at CAD 7.7 million, down from CAD 9.8 million. 2020 had a higher working capital despite a lower EBITDA, mainly because of the CAD 5.8 million funding received during the year when compared to CAD 4 million in 2020. The primary fluctuation are attributable to a decrease of CAD 800,000 of FX loss and cumulative transaction adjustments, and CAD 1.1 million of adjusted EBITDA loss. Trade ARs increased by CAD 600,000 from CAD 1.8 million to CAD 2.5 million, primarily due to the increase in sales on credit made near the end of October 2020. Some of that was actually due for some of the components that are extremely difficult to get these days, like chips and cards and some of those things. AP increased by CAD 2 million to CAD 5.7 million from CAD 3.7 million at the end of fiscal year 2021. The increase is primarily due to increased component purchases, as mentioned earlier, near the end of fiscal 2020, compared to the fourth quarter of fiscal 2020, as well as CAD 550,000 accrual related to specific severance. Inventory decreased by CAD 200,000 to CAD 9.4 million from CAD 9.6 million at the end of 2020. The decrease is primarily due to depletion of excess inventory purchased in 2020. We continued to capitalize development additions during fiscal 2021, where the primary hardware for two large tunnel size systems, the 15 B and the 18 B, for CAD 203,000 dollars. VOTI INSIGHTS, one of our software for CAD 260,000 dollars. The Matrix series for CAD 245,000. Machine learning and AI for another important software of ours, EMD, for CAD 164,000, and some certification for CAD 38,000. We capitalized CAD 1.1 million for 2021 fiscal year as compared to CAD 2 million in 2020. The decrease is primarily related to reduced spending on external consultants from working on VOTI INSIGHTS and Linux, reduced headcounts, salaries, and obviously SKUs. For on the borrowings, Espresso, there's no changes. For RBC, no changes to our facility and no borrowings at quarter end. At October 31, we have cash of CAD 2.2 million with no line of credit used. For Investissement Québec, no change. Convertible debentures in Q3, we exchanged. CAD 3.64 million of convertible debenture units in exchange for new units comprising of one common share and half a warrant for a price of CAD 0.42 and CAD 300,000 of convertible debentures remain outstanding that comes due in April 2022. This report is at the end of fiscal year 2021. Deferred revenue of CAD 3.6 million, primarily related to the Carnival warranty that will be brought into income over five years, plus the CAD 2.4 million of prepaid extended warranties sold year to date, primarily to the Indiana Pacers, Memphis Grizzlies, who purchased 5-year terms, and Amazon, who purchased a 1-year term, among others. We also recognized approximately CAD 1.4 million during the year. The 2 million warrants issued to shareholders from our RTO transaction in 2018 with a strike price at CAD 4.50 expired on November 12, 2021. And where that's reevaluated to nil. As of October 31, 2021, we have 46.8 million common shares outstanding and 59 million on a fully diluted basis. We have 226,000 RSUs and DSUs, and 3.6 million options available to grant from treasury. Our cash flow for the year increased by CAD 1.1 million due to the improvement of the company's cash-based operating results for the twelve-month period ended October 31, 2021, and the positive impact from the change in the company's non-cash working capital. Chairman, this concludes my presentation. Thank you very much. Are there any questions for the CFO? Okay, there being none, it is now in order to proceed with the election of the directors of the corporation. The board is composed of six directors who are nominated for re-election as set out in the information circular, which had been previously distributed. Mr. Secretary. I nominate Marc-André Aubé, James Cherry, Karna Gupta, Neil Hindle, Phil Murray, and Rory Olson. As there are no other nominations, I therefore declare those nominated to be duly elected to hold office until the next annual meeting, or until their successors are elected or replaced in accordance with the law. The next item on the agenda is the approval by ordinary resolutions of disinterested shareholders of the corporation's stock option plan. I note that insiders of the corporation are excluded from voting on this issue. I would therefore ask the secretary to explain this resolution, which is set out in Schedule A of the information circular, and to answer any questions that you may have. Mr. Secretary. Thank you, Mr. Chairman. The resolution is a standard resolution required every year by the TSX Venture Exchange. It's essentially a reaffirmation of the share option plan. The share option plan under this resolution would be identical to the share option plan before. It is merely a reaffirmation of it. It's fairly straightforward that way, and as the chairman mentioned, it is an ordinary resolution of disinterested shareholders, which essentially means that the insiders' votes will not be counting on this. If there are any questions, let me know. Will you or so moving? Yes. I hereby move the resolution as set out in Schedule A to the information circular. Everybody has it. Does anybody need it read? I can certainly do that. Nope. Otherwise, I move that motion. I second the motion. I now call for the vote. If there's anyone present who has not voted by proxy and wishes to do so in person or by telephone, please do so now. Seeing none, the motion is therefore carried. The next item on the agenda is approval by ordinary resolution of disinterested shareholders of amendments to the corporation's restricted share unit plan and the deferred share unit plan. Once again, I note that the directors, officers, and employees of the corporation are excluded from voting on this issue. I would ask the secretary to explain this resolution, which is attached as Schedule B to the information circular, and to answer any questions that anyone may have. Secretary. Thank you, Mr. Chairman. Like the previous resolution, this is a resolution of the disinterested shareholders, as the chairman pointed out. This is an amendment to the deferred share unit plan and the restricted share unit plan of the corporation. The change which is being made here is to add an additional 1.2 million common shares which are available under both those plans on a combined basis. What that does would increase the combined total from 2.65 million shares to 3.85 million shares under the amended plan. The purpose of this, as is stated in the information circular, is to give the company the room to reward its employees and directors for their work by way of the issuance of these units. Are there any questions? Would you like to move that resolution? All right. I hereby move the resolution attached to Schedule B to the information circular. I second the motion. I now call for the vote. If anyone present has not voted by proxy and wishes to do so in person or by telephone, please do so now. Okay, the motion is carried. Thank you all very, very much. This really now concludes the official portion of the annual and special meeting of shareholders, which I now declare to be ended. I would ask the CEO and President, Rory Olson, to say a few words about the current activities of the corporation. Rory, please. Thanks, Phil. Fiscal year 2021 was another difficult year for our company. While we did post 25% year-over-year growth in terms of our revenue from the pandemic year, it still was not what we had initially anticipated. We had initially anticipated more of a return to normalized activity in the sales channel. This certainly didn't come to fruition as we had anticipated. We had a fourth wave of the pandemic, which definitely has caused great difficulty in the industry as a whole. Our fiscal 2022 is off to a much slower start than we had anticipated. The Omicron or the impact of Omicron in the you know, October, November, December timeframe really has brought havoc with you know, the fulfillment of sales. It has really added to the pressures in terms of our supply chain. It's just overall been an extremely difficult time. We're really not looking at much improvement over that in you know, call it for this first half of the year. We are hopeful that we are gonna come back in the second or the back half of the year, but certainly are really tempering that expectation. It's very difficult at this time to really predict when we're gonna come back to full growth. It's just an impossible thing to measure. It's like being in a recession, you cannot pinpoint the month or the quarter that you're going to actually come out of something. There will be a snapback, but we have no visibility for the time being as to what that would look like. However, through the success and the combination of aggressive mitigating strategies and initiatives, we continue to operate as a much leaner organization than we were going into the pandemic. Some of our recent highlights that I'd like to share, our base of business is growing as the company continues to benefit from improvements in the technology and the feature sets that we've developed. We are seeing inroads into our U.S. federal government that actually continues on a positive note. We are positioned for entrance into the air cargo market. We think that these are new markets that will serve as catalysts for growth as we come out of this thing. We also began enhancing our presence in existing verticals such as the Canadian federal government, distribution centers for loss prevention, as well as in the prisons industry. Following the announcement on February fourteenth of the key strategic approval of our X-ray systems for use by a large U.S. federal agency with global facilities, we announced additional strategic wins for the company. On March third, we announced that we had received an order from the Scottish Ministry of Justice for 12 of our 60 S's Matrix series and as well as the 50 S Matrix series. The order was a breakthrough for our company as it represents a new customer and a new geography. It's significant as well in that it represents our success in further penetrating the prison vertical. In addition, on March ninth, we announced a first-time order from the Central Board of Indirect Taxes and Customs, a division of India's Ministry of Finance and the country's highest customs authority. This is another important order for us in a country that holds tremendous growth potential for scanning systems. We continue to benefit from our strategic initiatives undertaken over the past number of years with the success of the launch of our Linux-based Matrix series of scanners, which yields improved gross margins and the launch of our VOTI INSIGHTS software platform. It's a powerful fleet management tool which was developed in conjunction with a key U.S. federal government agency. Our objective is to build a backlog and sales pipeline with a recurring and increasingly diversified and international customer base with expanding our product line. I am proud of the resolve and the resilience that continues to characterize our company through these very challenging times. I wanna take this opportunity to thank the management team and all of the employees and our very dedicated board of directors for all of their efforts and support over this very difficult past year. Thank you, Mr. Chairman. Thank you very much, Rory. That concludes our meeting for this afternoon. I wanna thank everyone for participating at the annual AGM and the special shareholder meeting. Good afternoon, everyone.
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