LifeSpeak Inc. (LSPK) Earnings Call Transcript & Summary

Welcome to the Annual General and Special Meeting of Shareholders of LifeSpeak Inc. Please note the meeting is being recorded. I would like to introduce Nolan Bederman, Executive Chair of LifeSpeak Inc. Mr. Bederman, please go ahead.

Thank you. Good morning. I'd like to welcome you to the annual general and special meeting of holders of common shares of LifeSpeak Inc. I now call to order this meeting of the shareholders of the company. My name is Nolan Bederman and I'm Executive Chair of LifeSpeak Inc. In accordance with the company's bylaws, I will chair today's meeting. It's my pleasure to welcome to Shareholders, Directors, officers of LifeSpeak Inc. and guests present today. The persons entitled to attend and vote at this meeting are the holders of common shares of the company or their validly appointed proxy nominees as at the record date. Also presenting today is Michael Held, Chief Executive Officer; other LifeSpeak executives in attendance including Jason Campana and Adam Goldberg. All of the individuals standing for election today are in attendance. They include Sanjiv Samant, Rajesh Uttamchandani; Caroline Starner Dadras, Kevin Smith and Mario Di Pietro. As this leading is being held virtually via live audiocast, we think it's necessary to set out a few rules for the orderly conduct of the meeting. For the purposes of this meeting, voting on all matters will be conducted by electronic ballot through the TSX Trust systems. Only registered shareholders and validly appointed proxy nominees are able to vote by electronic ballot. Voting on each business item we'll open for all resolutions now and will close after the presentation of the last business at. Note that any votes cast by electronic ballot during the meeting will supersede any votes previously submitted by proxy. Therefore, the shareholders that have already voted by proxy and do not wish to change their vote, do not need to vote on polls taken during the meeting. Those in attendance who have registered as guests are not able to move motions or vote, but are invited to submit questions at any time during the meeting. These questions will be answered during the management presentation portion. When you're asked about on the TSX Trust platform, please click on the voting icon. You will only have a certain amount of time to vote when the polls are open. Once the electronic balloting closes, your votes will automatically be submitted. We'll provide you with all voting results for all resolutions at the end of the meeting. For specific vote tabulations, please see LifeSpeak's reported voting results, which will be posted to LifeSpeak's SEDAR+ profile at sedarplus.com shortly after the meeting. Questions or objections in respect a motion can be submitted by any registered shareholder as applicable or any validly appointed proxy nominated by contacting TSX Trust. Please note that the maybe a delay of approximately 15 seconds before the moderator will be able to see a submitted question. Therefore, at various intervals throughout the meeting, we will pause and provide you with 15 seconds to ask your questions using the messaging interface. If you feel 15 seconds is not enough time, please indicate that you have a question using the messaging interface and we will pause the meeting until you have had an opportunity to submit your question. Although questions can be submitted throughout the meeting, they will be addressed at the appropriate time in the meeting. Please limit your questions to topics relating to today's subject matter, keep your question short and to the point. For each question we answer, we will read the question and provide an oral response. Any questions which were already answered or that are redundant or repetitive will not be answered. For the sake of expediency, the company has arranged for certain shareholders namely Jason Campana and Adam Goldberg to move and second motions today, respectively. We will now proceed with the formal portion of the meeting. Unless there is an objection, [indiscernible] will act as secretary of the meeting and TSX Trust will act as scrutineer of the meeting. If you have an objection regarding the appointment of the secretary or the scrutineer, you now have 15 sets to submit your objections via the Ask A Question link. As no objections have been received, I will now move to the consultation of the meeting. The purpose of today's meeting is set out in the management information circular dated May 7, 2024, which I will refer to as the circular, made available to shareholders on May 17, 2024, together with the notice of the meeting, which I will refer to as a notice in the form of proxy or voting instruction form as applicable. The circular and other meeting materials have been posted on the company's website at investor.lifespeak.com, and on the company's profile at sedarplus.com. I have here an attestation from TSX Trust indicating that proper notice of the meeting has been given in accordance with the Canada Business Corporations Act and the bylaws the company. I direct that a copy of such proof of service be annexed to the minutes of this meeting as a schedule. Copies of the circular and other meeting materials are available under the company's profile on SEDAR+. I'll dispense with the reading of the notice and will now move to the scrutineer's report and quorum of the meeting. The scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting. I've been advised by the scrutineer that there are sufficient shareholders here in person or represented by proxy to constitute a quorum. I direct that the formal scrutineer's report be annexed to the minutes of this meeting as a schedule. I now declare that the meeting has been duly called and properly constituted for the transaction of business. The first item of business is the presentation of the company's consolidated financial statements for the financial year ended December 31, 2022, and the auditor's report thereon. Unless there is any objection, I will dispense with the reading of the auditor's report. Are there any objections? As no objections have been received, I will proceed to the next item of business. The next item of business is the election of the directors. The 7 directors to be elected by the shareholders of the company shall hold office until the close of the next Annual Meeting of Shareholders or until his or her successors are duly elected or appointed: Michael Held; myself, Nolan Bederman; Sanjiv Samant; Caroline Starner Dadras; Kevin Smith; Mario Di Pietro; and Rajesh Uttamchandani, have been nominated as directors for the ensuing year or until their successors are elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as a director. Each of them qualifies as a director under the provisions of the Canada Business Corporations Act. Jason Campana, would you kindly introduce a motion proposing the election of these 7 directors?

I move that each of the 7 persons nominated be elected directors of the company until the next Annual Meeting of Shareholders or until such time as their successors have been duly elected or appointed.

Mr. Chairman, I second that motion.

Unless there are any questions, we will proceed to voting. You have 15 seconds to submit your question via the Ask A Question link starting now. As there are no questions and in accordance with the advanced notice provisions of the company's bylaws, no further nominations may be made at this time. I would now ask shareholders and proxy holders present to vote online. We will now pause 30 seconds while you record your votes on this motion. You'll be able to vote for each director individually. Again, as a reminder, if a shareholder has previously voted and does not wish to change their vote, you do not need to do anything. Shareholders and appointees, please click on the voting button to open the voting. [Voting]

I will now move to the next item of business. As noted earlier, voting results for all resolutions will be summarized at the end of the meeting. The next item of business is to appoint MNP LLP as the auditors of the company for the ensuing year and to authorize the directors to fix their remuneration. I call upon Jason Campana to make the motion.

I move that MNP LLP be appointed as auditors of the company until the next Annual Meeting of Shareholders and that the directors be authorized to fix their remuneration.

Mr. Chairman, I second that motion.

Unless there are any questions, we will proceed to voting. You have 15 seconds to submit your questions via the Ask A Question link starting now. As there are no questions, I'll proceed. I would now ask shareholders and proxy holders present to vote online. We will now pause for 30 seconds while you record your votes on this motion. Shareholders and appointees, please click on the voting button to open the voting. [Voting]

I'll now move to the next item of business. As noted earlier, voting results for all resolutions will be summarized at the end of the meeting. Next item of business is the approval of all unallocated options, rights or other entitlements of the company's omnibus equity incentive plan. I call upon Jason Campana to make the motion.

I move that the meeting adopt the ordinary resolution to approve all unallocated options, rights or other entitlements under the company's Omnibus equity incentive plan in the form of the ordinary resolution set forth in the company's management information circular dated May 7, 2024.

Mr. Chairman, I second that motion.

Thanks. Unless there are any questions, we will proceed to voting. You have 15 seconds to submit your questions via Ask A Question link starting now. As there are no questions, I will proceed. I would now ask shareholders and proxy holders present to vote online. We will now pause for 30 seconds while you record your votes on this motion. Again, as a reminder, if shareholder has previously voted and does not wish to change their vote, you do not need to do anything. Shareholders and appointees, please click on the voting button to open the voting. [Voting]

I will now move to the next item of business. As noted earlier, voting results for all resolutions will be summarized at the end of the meeting. The next item of business is the approval of an ordinary resolution of disinterested shareholders, the full text of which is set forth in the management information circular dated May 7, '24 to permit the Issuance of Common Shares to Beedie Investments Ltd. on the full conversion of all principal and accrued Interest outstanding under the non-revolving term convertible loan of the Company dated March 30, 2023(“Convertible Loan”), as amended, pursuant to the terms and conditions of the Convertible Loan, all as more particularly described in the Circular. I call upon Jason Campana to make the motion.

I move that the meeting adopt the ordinary resolution to approve the issuance of common shares to Beedie Investments Ltd on the conversion of all principal accrued interest outstanding under the convertible loan.

Mr. Chairman, I second that motion.

Unless there are any questions, we'll proceed to voting. You have 15 seconds to submit your questions via the Ask A Question link starting now. As there are no questions, I'll proceed. I would now ask shareholders and proxy holders present to vote online. We will now pause for 30 seconds while you record your votes on this motion. Again, as a reminder if you are a shareholder who voted previously, and does not wish to change their vote, you do not need to do anything. Shareholders and appointees, please click on the voting button to open the voting. [Voting]

Voting is now closed on all resolutions. The scrutineer has provided a preliminary scrutineer report, the votes for all resolutions and will provide final results after the meeting. Based on the tabulation, we confirm that the [ Directors' ] approvals have been obtained for the election of the nominated directors, [indiscernible] approval of all unallocated options, rights or other entitlements under the Omnibus Plan and the approval to issue common share to Beedie Investments Ltd. on the full conversion of convertible loans. The voting results of this meeting will be posted on the company's SEDAR+ profile at sedarplus.com after this meeting. The formal items of business as set out in the notice have now been dealt with. If there isn't any other business, we will proceed to terminate the formal part of this meeting. After that time, I'll provide further comments. Is there any further business? If you'd like to raise any further business at this meeting, you can do so using the Ask A Question link. You have 15 seconds to submit any further business using the Ask A Question. As there is no further business, may I have a motion that the meeting be concluded.

I move that the meeting be concluded.

Mr. Chairman, I second that motion.

Is there any objection to the meeting being terminated? On behalf of the Board of Directors, I'd like to thank you for attending today. We will now turn to a presentation by management, followed by the opportunity to ask questions.

Thank you, and welcome to our shareholders participating in our Annual and Special Meeting statement. We've prepared a number of slides to accompany our remarks, including Slides 2 and 3. These slides contain a disclaimer relating to the use of forward-looking statements and non-IFRS financial information relative to this presentation. We continue to see strong interest in our whole person digital being services in 2023 and into 2024 because our clients value the tremendous support we provide for their mental health, physical well-being and family needs. Customers want all these services from a single supplier, and we were able to deliver that in 2023. LifeSpeak also made excellent progress during the year in terms of diversifying our client base while maintaining our focus on operational excellence. Historically, a divided digital well-being market existed that inefficiently addressed mental health, physical well-being, child and elder care and substance use disorders. In 2023, we changed that paradigm and became a single source for organizations that required these services under one roof through the successful integration of the business we acquired in the prior quarters. We believe that the market validated our conviction that a single source for these services was essential by demonstrating strong demand for our offering in 2023. In 2023, we signed a number of significant clients, including Canada Goose Holdings, Inc., Virtusa Corporation, BP Corporation of America, Inc. and the University of Minnesota. At the end of the year, 66% of annual recurring revenue came from outside of Canada and no one client made up for more than 5% of our revenue. These are accomplishments that we are proud of because it means that an increasingly international customer base is now able to provide employees and other end users with holistic welding services that help address the connection between wellness and productivity. The feedback from clients is that our products and services help them appeal to new talent and better position them to keep their existing personnel. With that, I'll now turn the presentation over to Nolan for his remarks. Nolan?

Thanks, Mike. Throughout 2023, as we integrated our recently acquired businesses, we placed a high degree of emphasis on continuous improvement across all aspects of the company, which reinforced our position in the market as the leading brand for B2B digital well-being solutions. We did so by fostering an environment where LifeSpeak employees are invested in business outcomes and empowered to implement change. This focus culminated in the capital raise subsequent to year-end for gross proceeds of $5 million. Company insiders, senior management and Board members contributed more than half of the $5 million, demonstrating their collective confidence in our business. I'm pleased to report that LifeSpeak delivered solid financial results in 2023, which was the third consecutive year of revenue growth for the company. Our 2023 revenue was $52.4 million, an increase of 11% over $47.4 million of revenue in 2022. Our annual recurring revenue was $51 million, representing a slight decrease over the same period in 2022. And our 2023 adjusted EBITDA of $13 million increased 22% compared to '22. This improved revenue and adjusted EBITDA was largely due to an increase in new enterprise customers and higher revenue related to acquisitions that we closed in the previous 12 months. After years of hard work building the world-leading digital well-being solution, our aspirations are now to service the world's top employers and health plans as well as other businesses across the world. We believe we are beginning to reach that goal. Our core business remains strong, and while we are in a macro environment where corporate spending has resulted in longer sales cycles, the market need for digital well-being services continues to help us increase our scale and diversification. We know we have a lot of work to do in 2024 and beyond. We are up for the task and are confident that we have the team in place at LifeSpeak to maximize our business. We're also grateful for the confidence and support that our stakeholders have shown us as we continue our progress. We'll now open the meeting to questions. Okay. I'd like to thank you all for attending. Now back to the operator to end the meeting. Please remain on mute or silent until we terminate.

Thank you for attending today's meeting. You may now disconnect.