Quisitive Technology Solutions Inc.

Good morning and welcome to Quisitive's fourth quarter and full year 2022 earnings conference call. Joining us for today's call are Quisitive Chief Executive Officer Mike Reinhart and Chief Financial Officer Scott Merriweather. Following their remarks, we will open the call for your questions. Before we begin today, I'd like to remind everyone that during the conference call, management will be making statements that contain forward-looking statements within the meaning of applicable Canadian securities legislation. Please refer to the company's forward-looking information disclaimer statement which can be found on the notice for this call, our website and fourth quarter of full year 2022 earnings release. Now, I'll turn the call over to Mike Reinhart. Sir, you may proceed.

Thank you, Operator, and good morning, everyone. We appreciate you taking the time to join our Q4 and full year 2022 earnings call. 2022 marked another year of significant top-line revenue growth with solid gross margin contribution and considerable progress on operational priorities. Additionally, we were pleased by our continued strength of adjusted EBITDA performance, something Scott will dive deeper into during his section. Throughout the year, we focused on integrating our business under the one inquisitive umbrella, a core foundation for our future strategy. It's our imperative for every inquisitive customer to experience the full breadth and depth of our services through our engagement with our teams. We look to prove our ability to address not just acute business challenges, but actualize our vision to become a true go-to partner for end-to-end digital transformation. We invested in internal integration initiatives with the necessary energy and focus to ensure our routes are healthy and properly spread across our horizontally integrated market penetration approach. Despite the standard fourth quarter seasonality contributing to a lower revenue outcome in our cloud solutions business, Recurring revenue maintains its pace and contribution coupled with sustained growth in payment solutions. From a high level, in 2022, we experienced minimal direct impact from the existing macroeconomic environment and continue to flex our nimbleness to adjust to fluid market conditions. Additionally, we've seen dividends paid from our investments in recurring revenue streams. We continue to look for opportunities to bundle services and solutions to maximize impact and optimize customer spend. and are reinforced by the executed deals we're receiving across key areas and customers' continual prioritization of IT investment. In the same vein, Microsoft continues to affirm the growth of key segments directly impacting our business, including an emphasis on Azure and Dynamics, core pillars of our business growth. We continue to advance our strategy to leverage our strong partnership with Microsoft, improve our depth of cloud-based technology solutions and services, and provide industry offerings within healthcare, leveraging our basic care solution, as well as in retail and payments with the PayIQ platform. These combined capabilities are positioning inquisitive as an industry leader in modern cloud services and industry software solutions. I'm very pleased with how our vision was validated in 2022. We have begun 2023 with a clear vision and strategy and will remain opportunistic to openings in the market, emergent synergies from previous investments, and new customer demands. Now let's dive into the details of our segment performance. First, cloud solutions. We've experienced strong demand for our managed services division. Catapult's unique managed services skill set and offerings in both security and Azure are now core elements of our acquisitive portfolio and are being integrated into contracts earlier and more consistently within our sales process to bring greater depth with existing and future customer accounts. As you will have seen in our press release last week, the Spyglass solution is filling a critical demand in the marketplace for security solutions. Spyglass is an expert-led, roadmap-driven, and IP-enabled managed service focused on security posture improvement. It includes assessment of vulnerabilities and strategy definition and management of improvements, including technology, process, and policy solutions. As it is a recurring managed services contract that is industry agnostic and customizable based on the assessment of the customer's technology landscape, it is proving to be a powerful cross and upsell offering that fills a critical need for our customers. We are also seeing a clear inflection point in the realization of our basic care vision leading into 2023. The MasonCare solution boasts five distinct modules that effectively cover the spectrum of healthcare information technology needs for organizations of many types, including providers, care management, home health, labs, pharmacies, and payers. In late 2022 and early 2023, we've had three new customers onboarded that represent the full spectrum of solutions and customer identities, validating and fully realizing the vision of MasonCare. I'll provide a brief summary of these wins for you. We provided the basic care care supply module to an at-home dialysis provider. The engagement consolidated several enterprise resource planning software sets for a multitude of legal and healthcare related entities together as a singular supply chain tool. The results of our efforts has enabled on-time dialysis with no disruptions based on supply chain for the customer's patients across the United States. For Arthur Health, a Canadian healthcare innovator focused on care coordination and value-based models of care, Macy Care Path and ProviderLink have been instrumental in reducing the time from symptoms to specialist care for thousands of patients across Canada. Finally, an enterprise pharmacy care services organization has deployed MacyCare Payer Matrix to simplify the revenue recognition process and correctly manage the healthcare payment process, decreasing patient costs and maximizing revenue collection. These stories paint the picture of our market penetration across customer types and healthcare use cases and represents a 100% increase in MacyCare licenses once fully deployed. The product roadmap for MesaCare will continue to expand this solution's impact to customers and sets a bar for the realization of potential for our industry specific IP solutions. Our focus in cloud at this time is on delivering our bundled solutions and services that drive holistic digital transformation, leveraging our broad portfolio of solutions. Continued emphasis on driving recurring revenues via first-party IP is a consistent internal topic as we look to accelerate our impact for cloud customers and subsequently retain their business via managed services offerings. Our Q4 results are consistent with projections, and we expect continued growth in cloud solutions this year. As we discussed last call, there have been some decision delays in elongated sales cycles, and we saw this continuing in Q1 as a result of the aforementioned macroeconomic circumstances. The overall pipeline remains strong, but these delays have shifted some Q1 revenue into Q2. We've also spent time and investment of resources in Q1 implementing new CRM, time management, project operations, and billing systems internally. These platforms are essential for the business to provide operational foundation as we grow and to streamline future acquisitions. One other topic to touch on is related to artificial intelligence, which has been trending the past several months. As you are likely aware, Microsoft has made a large investment in OpenAI's ChatGPT, and has already launched their Dynamics co-pilot AI offerings across many areas, including sales and security. We are building offerings across our services and solutions that will leverage these AI capabilities. This will include advisory and consulting services to help our customers evaluate and implement these solutions, while also extending the AI platform into MacyCare and PayIQ. As we find opportunities for implementation to solve business needs, we will pursue them diligently. While this is an interesting element to the equation of Azure and Dynamics, we believe that the utilization of AI technology in direct correlation with revenue is still in its nascent stage. As we shift to payments, I recognize there's been much talk of turbulence throughout the broader macro economy and its impact on consumer spend. However, Amex noted on their latest earnings call that bonds rose both on a sequential and year-over-year basis with record levels of spending on their networks recorded for the full year. Visa and MasterCard echoed similar resilience as domestic and international volumes either steadily rose or maintained consistency. That said, our Bank Card Merchant Services Group, the arm of our payment solutions business that focuses on merchant acquiring, recognized strong growth in payment volumes and revenue in the quarter. Some of this Q4 growth is attributed to seasonal volumes, which were new this year to the portfolio. As we touched on in previous calls, seasonality plays a role in the quarter-over-quarter performance of this segment. Generally speaking, the first and second quarters of the calendar year are strongest in volume metrics and revenue, while the latter part of Q3 into Q4 see a slight tapering. This year, we saw stronger growth in Q4 than previous years. The traditional Q1 and Q2 seasonality is predominantly due to the product sales mix of consumer purchases, coupled with a strong wave of renewals we see from our merchants who bill for membership services annually, which are processed in the second quarter. In summary, the increasing improvement we see on both volume sequentially and year-over-year is encouraging, and that trend we look to continue. Last quarter, we discussed the Card Network's holiday production freeze and the impact to pay IQ certification, which we're happy to report was lifted at the end of January. We're fully re-engaged and the teams are actively working with both Amex and Discover to execute the certification process. We expect the Amex Direct and Discover certifications to be completed in Q3 and the Amex OpBlue to follow shortly after. We continue to build out full operations and integrations with Visa, MasterCard, and our banks for clearing and settlement and plan to begin to onboard select e-commerce merchants to Visa and MasterCard beginning in early July. Then, once the Amex certification process is completed, we can begin to migrate groups of merchants to the platform later this year. In late Q4, we launched a development effort in partnership with Microsoft to create our API platform and PayIQ developer portal that will enable integrations with ISVs and other industry software solutions. We have made great progress getting this capability in place, and we are near completion with our first ISV solution, WooCommerce, and have other efforts underway with providers for POS solutions and gateways. all of which will enable a scale approach for industry software solutions built on Microsoft and other technologies to easily integrate the PayIQ solution and drive payments volume. In addition, we are building out a PayIQ platform environment with an e-commerce storefront that will allow us to showcase live transactions powered by PayIQ and our merchant portal platform for prospective merchants and all of you as investors. We expect to have this complete by the end of May and will develop opportunities to develop this environment and allow the world to see the platform in real time execute and process payments. It has been a long journey, and I know there has been many doubters along the way. We are excited and look forward to showing all of you PayIQ, the payment platform of the future. On to our partnership with Microsoft. Our cloud IP and scale for sales and delivery continues to be a differentiator from our other Microsoft partners as our solutions enable speed and innovation and deployment and are coupled with first-class service by professionals with deep industry expertise across verticals. We are in the top tier of Microsoft's North American partners, driving Azure Consumption Revenue, or ACR, a key metric utilized by Microsoft. Additionally, we've achieved all six of Microsoft's available cloud solution program designations, including Azure service and integration, as well as security and business application solutions. Again, the strength of our relationship with Microsoft not only enables aligned sales and marketing motions that accelerate customer acquisition and drive revenue, but also establish Quisitive as a premier solution provider in this broad ecosystem. In alignment with our positioning at the end of 2022, we anticipate more growth and further penetration of Microsoft-related opportunities as we leverage all available tool sets, including partnership programs to supplement continual vertical expansion of our cloud solutions and assisted innovation on our payment solutions. In our M&A strategy, we continue to review both opportunities in cloud and payments. In cloud, we will look to add our IP and services scale, while in payments, we will look to add accretive payments technologies and or ISOs with diversified portfolios that lend additional merchants to our pool and more talent in our back office operations for the global payment solutions business. As the M&A landscape shifts towards a buyer's market, we're proactively vetting candidates, remaining keen on companies that will provide incremental value to our organizations. Thus far, our M&A strategy has allowed us to grow sales capabilities, expand geographic presence, and facilitate the expansion of our product and services portfolio. We recognize the immense value of M&A and remain on the lookout to find the right opportunities. Looking ahead, we expect to continue growth in spite of the broader market conditions. We're continuing on the path set forth from the previous years with a focus on complete activation of the payments business capabilities and simultaneously leaning deeper into our partnership with Microsoft to generate value for customers and shareholders. Thank you all for joining us as shareholders and supporters. I'll turn it over now to our CFO, Scott Merriweather, to discuss our Q4 and full year 2022 financial results. Scott?

Thanks, Mike. And thank you to all who are joining us for today's call. Before we get into the numbers, I know many of you are curious about our exposure to Silicon Valley Bank and any of the other affected banks in the banking ecosystem. We have zero direct exposure to SVB and these other banks. We know of only a handful of customers that had any exposure to these banks. They are immaterial to our results and have not created any impact to our financial projections or operations. Basically, we are not affected or impacted by the Silicon Valley Bank situation. Moving on to our fourth quarter results, revenue for the fourth quarter ended in December, increased 38% to $45.9 million from $33.3 million for Q4 of 21, driven by our acquisitions and our organic growth. We had a partial quarter of the catapult acquisition in Q4 of 21 compared to a full quarter in Q4 of 22. Removing catapult completely from the results, we experienced organic revenue growth of 17% in Q4. We normally have a seasonal dip in Q4 as the professional services revenue within our cloud segment is impacted by the Q4 holiday schedule. This seasonal trend drove the sequential quarterly dip from Q3 of 22. Gross margin increased 45% to $19.0 million in Q4 of 22 over $13.1 million in Q4 of 21. Our gross margin as a percentage of revenue increased to 41.4% from 39.3% in Q4 of 21. Our gross margin percentage remained relatively consistent with Q3 of 21, with Q3 of 22, and given the seasonality of our revenue within the cloud segment, we are pleased with this overall gross margin performance for Q4 of 22. We will continue to focus on increasing our gross margin percentage as we emphasize cross-selling across our integrated cloud acquisitions and later in FY23 as we begin to activate our PayIQ payments channel. Adjusted EBITDA increased 79% to $8.1 million for Q4 of 22 from $4.5 million for Q4 of 21. Adjusted EBITDA as a percentage of revenues was 17.6% for Q4 of 22, an increase from 13.6% in Q4 of 21, and also a sequential increase from each quarter during fiscal 2022. There was a one-time item in Q4 that was a benefit to EBITDA, which will be discussed in greater detail within our segment discussion. Excluding this one-time benefit, adjusted EBITDA would have been $7.6 million, which is similar to Q3 of 22, albeit with a higher EBITDA margin on revenue for Q4 of 22. We'll now move to discussing the specific performance of our segments. Revenue in our global cloud solution segment increased 40.3% to $32.3 million for Q4 of 22 from $23.0 million for Q4 of 21, driven by the catapult acquisition. Recurring revenue within the cloud segment was $10.8 million in Q4 of 22, up from $7.6 million in Q4 of 21. After a strong year performance and an especially strong Q3, the cloud segment's performance was slightly weaker in Q4 of 22. Frankly, team members took more PTO in Q4 than we forecasted, which affected our professional services revenue and intensified the seasonality of Q4. As a result, organic growth was 8% for the quarter. For context, organic growth was 19% in Q3. Despite the weaker Q4, we averaged 12% for the fiscal year. As Mike noted earlier, we expect Q1 to be the weakest quarter for the cloud business in 2023, as several customers delayed projects while they evaluated the macro economy and their own Q1 results. Q1 23 will look more like Q1 of 22. Given the strength of our pipeline, we still expect double-digit growth from cloud for all of fiscal year 23, but it will be weighted more heavily in the last three quarters. The cloud segment suggested EBITDA improved 44% to $3.7 million for Q4 of 22 from $2.6 million for Q4 of 21. EBITDA margin increased to 11.4% in Q4 of 22 from 11.1% in Q4 of 21. In line with the revenue trends we noted earlier, EBITDA and EBITDA margin decreased sequentially in Q4 of 22 from our Q3 of 22 high watermarks. Revenue for our global payment segment once again set a quarterly record, increasing to $13.6 million for Q4 of 22 from $10.3 million for Q4 of 21 and delivering organic growth of 32%. All of the Q4 revenue was from our bank card acquisition. We continue to deliver strong payments charge volume growth as charge volume grew 8% year over year. Revenue growth outpaced the charge volume growth as we added new revenue to third-party revenue streams for which we did not control or count the charge volume. This is a change in how we previously reported our charge volume, but we believe it is the most accurate measure We only report the charge volume from NAR directly in BINS with our charge volume number. Last year, we had a mild uptake in charge volume between Key 3 and Key 4. We had a slight decrease in charge volume between Key 3 and 24, but this was driven by that change in how we report volume. Revenue was actually up 6% from Key 3, 22 to Key 4, 22. Seasonality had a greater impact on our revenue in adjusted EBITDA within the bank card portfolio as a performance that teetered expectations. The seasonal performance would pull back some in 2023, so I want to caution that this is not a new run rate, but we were certainly pleased with the results. Adjusted EBITDA for our payment segment increased to $4.4 million in Q4 of 22, an increase of 123% from the $2.0 million recognized in Q4 of 21. Q4 of 22 was also a $1.9 million increase from Q3 of 22. Bancard contributed a strong quarter of EBITDA, with $5.1 million in Q4 of 22 before the allocation of corporate costs. This is a $1.7 million or 49% increase over Q4 of 21. The increase was driven by the year-over-year increase in charge volume and the increased seasonality we noted earlier. The EBITDA for the payments division in total includes spending on the PIQ platform, which reduced payments EBITDA by $0.4 million in Q4 of 22. This $0.4 million of cost in Q4 of 22 is arbitrarily low as we had a $0.5 million out-of-pocket catch-up, out-of-period, catch-up entry for our software development capitalization cost. This $0.5 million was an add-back to EBITDA within Q4 for payments. Without this entry, PIQ would have contributed negative $0.9 million of EBITDA in Q4 of 22. Overall, PIQ ran at an EBITDA loss of $4.2 million for all of fiscal year of 22. In addition, we took a $1.5 million charge to income in Q4 of 22 related to the write-down of the contract receivable from the early days of ledger pay. This receiver was several years old. We included an add-back of 1.5 million within other expense in our Q422 adjusted EBITDA to remove this out-of-period non-cash item. We have noted on our previous calls that operating costs related to PIQ are expected to increase throughout 2023 as we reach market readiness and launch the platform. We expect that the 4.2 million of EBITDA losses experienced in FY22 will increase in FY23 before reducing throughout fiscal year 24, as increased revenue will begin to offset the existing spend throughout fiscal year 24. Moving to the balance sheet, at December 31st, we had $78 million of term loans outstanding and $9.4 million of cash on hand. At December 31st, our total leverage ratio was 2.54 times, driven by increased EBITDA and our continued debt paydowns. Our leverage ratio covenant stepped down to 3.0 times at December 31st. Our quarterly debt pay downs are $2.4 million. On March 31st, we amended our credit facility with BMO to lower our fixed charge coverage ratio from 1.25 to 1 to a 1.10 to 1 covenant for fiscal year 2023. Our fixed charge coverage ratio is more than interest coverage, as it includes adjustments for interest, capex, and other items. This covenant change gives us more flexibility to deliver our strategy during a time of rising interest rates. We are confident in our cash flow and working capital position. Cash flows from operations were $7.6 million in Q4, and we want to highlight the strength of that performance. Moving forward, we expect Q1 of 23 to be our weakest quarter from cash flows from operations, similar to 2022, but to return to stronger operating cash flow for the remainder of 2023. During Q4, we made one earn-out payment of $2.1 million, with 70% being paid in cash and the remainder paid using equity. We have $11.1 million of projected earn-out payments and short-term liabilities in the balance sheet at December 31st related to the bank card and MNLO earn-outs. That $11.1 million includes $5.6 million of earn-outs that will ultimately be paid with equity for the contractual terms of the purchase agreements. As a result, our working capital deficit at December 31st of $5.2 million is arguably overstated as it includes earn-outs that are expected to be paid with equity. The final earn-out for MNLO will be paid in Q2, and the final earn-out for bank card will be paid in Q3. The second earn out for Mazic will be paid in Q3. After these payments, we will only have the year three earn out for Mazic remaining, and it will be our only remaining earn out for our prior acquisitions. Within cash flows for investing activities, you will note an unusual amount of CapEx for Q4 of 22, specifically within our purchase of intangible assets. This amount was $2.5 million for Q4 of 22 and was made up primarily of software capitalization. The $2.5 million includes the half-million-dollar catch-up for PayIQ I noted earlier. It also includes another half-million of IP we bought back from a customer for our major care platform. Given our momentum with the major care product, rather than redeveloping some specific IP we created for a customer, we bought back the rights to that IP so we can get it into the market faster. Excluding these two items, our software capex would have been $1.5 million, which is more in line with our expected quarterly run rate for fiscal year 23. We expect Q1 and 23 to be a touch lighter than that $1.5 million, and Q2 and Q3 will be a little higher as PIQ nears market readiness. But overall, we should average around that $1.5 million of spend per quarter. The current weighted average interest rate on our term loans is approximately 7.81%. Going forward, we expect to convert roughly half of our adjusted EBITDA into free cash flow, which can be used either for acquisitions or debt repayment. We define free cash flow as adjusted EBITDA minus CapEx, internally capitalized software, cash interest, and cash taxes. As we begin 2023, we remain confident in our ability to deliver continued growth. We expect our payment segment to continue its strong performance in 2023. The PIQ platform will launch in the second half of the fiscal year, but we do not expect the revenue contribution to be meaningful to the fiscal year. Its impact will be much more demonstrable in fiscal year 24. We expect our cloud segment to experience some pockets of softness as decision makers hedge over sessionary fears. However, our pipeline remains strong and our sales team is benefiting from our consolidation efforts in fiscal year 22 in our one-quisitive approach. Our proprietary IP with our cloud segment, namely our major care product suite, is gaining traction and will be a growth driver for fiscal year 23. These internal trends give us confidence in our ability to continue to build organic growth throughout fiscal year 23. This concludes our prepared remarks. Thank you for all your time this morning. We are very proud of our 22 results, and we look forward to updating you on our progress going forward. We're now ready to open the call for your questions. Operator?

Thank you. We'll now be conducting the question and answer session. If you'd like to ask a question today, please press star 1 from your telephone keypad, and a confirmation tone will indicate your line is in the question queue. You may press star 2 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. Thank you, and as a reminder, each analyst will be limited to a maximum of two questions. Thank you, and now our first question will come from Rob Goff with Echelon. Please proceed with your questions.

Good morning and thank you for taking my question and congratulations on the quarter. Perhaps could you talk a bit more towards the organic growth outlook to the extent that the market is somewhat softer or to the extent that sales contracts are being extended? I know that you did say that some contracts were being deferred from Q1 into Q2.

Yeah, thanks, Rob. So on the cloud side, as we talked about, we actually are seeing some significant pipeline and some large deals. Those larger deals are taking a little longer to get through the review and signature process because of size and scale. And as I described it, another C-level has to get involved to sign those. We're seeing that they're putting some scrutiny on ROI and some of those kinds of things, so some of the sales cycles elongated. But the pipeline continues to be there, and we have verbal commitments on things that we thought were going to start in June. You know, the February timeframe got pushed to April and May based on customer activity. So we continue to see that. So to Scott's point, we see the opportunity for growth for the year. It's really just a little slower start as a result of some of that deferment of activating those larger pipeline deals. We are seeing strong growth in our managed services and then, you know, some of what I talked about on our basic care healthcare activities momentum. And that did begin in Q1 and we'll continue to see that. And the benefit there obviously is the recurring nature and continuing to expand our footprint on recurring revenues.

Thank you. And perhaps there on the recurring and highly reoccurring revenues, could you talk to the mix that you see over the year and the growth in those?

Yeah, I mean, obviously, where we've been running recurring revenue mix had been at about 30%, 31%, and you saw in the quarter about 33%. Obviously, we can expect that to continue to expand. As the professional services momentum starts to grow, as a percentage, it may not increase significantly. We expect it to be in that low to mid-30s range. but we continue to see great momentum in the back half of the year on professional services as well. So that growth potential as a percentage will continue to expand, but as a dollar basis will grow pretty significantly for us.

Very good. Thank you. Our next question comes from Stephen Boland with Raymond James.

Please proceed with your question.

Thanks. I wonder if you could just go back to the payments segment. I just want to make sure I understood that. Scott, you said the volumes increased 8%, and maybe if you could just talk about the momentum. I don't know if you ever gave the number of merchants that you had under contract, but maybe you could just talk about the growth of number of merchants, the payment volumes. Is that because of more merchants or more just payments coming in through your existing customer base. Maybe you can just spend a minute just updating now a little bit more clearly, please.

Sure, yeah. We haven't disclosed the total of merchant count, but we've historically given the number that it's over 5,000 that's remained in that amount. It's increased sequentially since we've had them, since we completed the acquisition. Overall, the growth has been two factors. One, their existing merchant base continues to grow. So their existing customers are growing. They have much lower attrition on a charge volume basis than the market average, typically in single digits. We've had some months where we've actually had negative attrition or same-source sales growth, which is frankly really kind of unheard of in the industry. Most general retail restaurant ISOs have charge volume attrition that's up in the north, have the high 20s or low 30s as a percentage. So A lot of it's just the quality of their book, the way they take care of their customers. And so they have customers that are growing, and then they continue to add new customers. And those have been the primary drivers for the revenue growth we've seen. So the charge volume has gone up. The type of customers they are targeting have produced higher revenue yields, frankly, than the market average. And so those, both since the time of the acquisition, have driven the revenue growth and the EBITDA growth we've seen. It's been a fantastic acquisition that has really kind of outperformed everyone's expectations. So really proud of them as a team.

Okay. Thanks. And then the second question just on pay IQ, um, maybe just to go through the sequence again, that will the first, you said July would, you're going to move select, uh, customers onto pay IQ. And I presume that's for the payment processing or is that for payments intelligence or is that, would that come later?

Yeah, so it'll start with payments processing. We've got a select set of merchants that only require Visa and MasterCard that we will onboard to begin the process while we're completing the Amex certification. Most merchants require the Amex component and discover less so, but certainly Amex. So the larger migration activities can't occur until that Amex certifications are complete. So the process will be working on payment-related processing. And then, you know, the payments intelligence, we have some things we'll talk more about in the Q1 call around some things we're doing for proof of concepts and things like that relative to some pay IQ insights and other things that we're doing. But our focus at the moment is platform certification and payment processing. And then we'll evolve the payments intelligence. We'll talk more about that here in a month or so.

Okay, thanks, Mike. Thank you.

Our next question is from the line of Robert Young with Canaccord Genuity. This is you with your questions.

Hi, good morning. First question for me would be around Microsoft and their seasonality. You were talking a little bit about, and they were talking a little bit about a shift in their demand towards optimization in the cloud. I'm just curious if there's any Changes in the way that they're treating quota relief or incentive dollars that might be good or bad for acquisitive and then maybe just the second part to that would be around their year end. I think we're in the final quarter for them right now and maybe they're very aggressive on that. Just curious how that impacts you.

Yeah, so relative to the optimization, I talked a little bit about this, it certainly has some impact to the growth, although on the magnitude of dollars, 30% growth is still a pretty significant number. So I look at that as a great opportunity, but What they are doing from that optimization perspective, and I think I touched on this a little bit last time to reiterate, what optimization means is during the pandemic, people move stuff to the cloud as fast and as rapidly as they could without any real evaluation of whether or not it could optimally operate in the cloud. What's happening is some of those workloads that companies moved are actually costing significant amount of money to run in Azure. And so what's happening is they're bringing us in. Some of these projects that I'm talking about that are significant are to re-engineer applications or re-engineer or look at data sets and make sure that they're designed in a native cloud way so that they run effectively and efficiently. And that optimization actually benefits some of the services that we're bringing, both managed services as well as some of the professional services kinds of things as we progress. We expect that to be a big part of 2023. So that's really the optimization thing. It's about fixing the stuff that got put into the cloud that probably should have never been there. Relative to their year end, it's changed a lot. I mean, certainly there's an intense focus that Satya and Amy put on their field around delivering the number of But remember, in the old days, they could close a deal on the last day of the quarter because it was revenue recognized based on a commitment. In the cloud world, that's very difficult for them to have a single quarter momentum. So fourth quarter has different characteristics now than they used to with them, where it's really about certainly bringing in the number, but it's about delivering the quarter and setting up for the next quarter. We're already talking to them about programmatic things that they're putting in place in Q4 to make sure they have a great Q1. For them, their quarter is fundamentally in the bag as they get into the fourth quarter. They've certainly got a few deals to bring across, but they're working now on Q1 and putting in their new programmatic motion, and we're working closely with them to do that. So working very tightly. What's happening is the market's getting a little tougher. They're working with fewer partners, and thankfully we're one of those that can give them scale and reach, and our teams are very active with them. helping them not only close the quarter, but begin the execution for the new year.

Okay, thanks for all that color. Second question for me would be just maybe a follow-on on the last question. You were talking about the Amex certification, gating some of the ability to bring some customers across on the pay IQ. Is there any sense of how large that is? If there is a longer delay in Amex certifications, does that push out customers the entire piloting or migration process? Maybe just give a little bit of sense around that and ways to mitigate that risk.

Yeah, so as I described, there's some select merchants we can bring across just with Visa MasterCard. So, you know, we'll do those. But, you know, the majority of them are tied to Amex because, again, they need all three card networks to be able to process. So the Amex certification is the gating factor, the long pole in the tent, depending upon your analogy you want to use, to be able to begin any of that migration wave. So as that would push, that would be the case. The good news is they're actively engaged with us and pushing hard. They're trying to help us get it done as quickly as possible. So, you know, we feel comfortable and confident in Q3 to be able to get the direct certification done and working to make that happen. That's the process. But, yeah, we're going to have to have the Amex certification in order to do any kind of volume movement of merchants because most of the merchants need that capability.

Thanks for taking the questions. Thanks, Robert.

Thank you. As a reminder, if you'd like to ask a question today, you may press star 1 from your telephone keypad. And also, each analyst will be limited to a maximum of two questions. Thank you. Our next question is from the line of Gavin Fairweather with Cormac. Please proceed with your questions.

Oh, hey. Good morning. Just on the integration of the cloud solutions business, there's obviously been a lot of effort in putting new systems in place and bringing the teams together. I guess maybe just from a project delivery and operations perspective, curious if you see that helping you drive margin, any kind of low-hanging fruit that you see there now that you've kind of moved towards the one-quisitive model?

Yeah, so, you know, certainly I want to shout out to our team. Our head of IT and innovation, Stephen Belusik, and his team have done a fantastic job really running a programmatic approach to bring these systems together. And there's several things that we're looking to do there is, you know, create, there'll be operational efficiencies, some cost synergies, and things we'll gain from going from three and four systems down to one. We're certainly, though, going to get a lot of really strong KPI metrics, our new CRM system and other kinds of things, as well as various operations and KPI things that we're doing for our subscription services that will give us much better visibility into net revenue retention metrics and things like that that we'll start to put in place. But as we think about the synergies, we're really seeing the value is the coupling of our managed services offerings with our healthcare go-to-market. And I'll give an example. One of the opportunities I talked about, Arthur Health there in Canada, We've combined our whole capabilities for the company to the customer. We have a managed services offering that we've incorporated, including our security and Azure managed services footprint, our MacyCare platform, and all of the capabilities that we bring across to Azure and application development and things into a holistic approach for them. creates a one-point solution for them to deliver value, but for us, expands both the revenue footprint as well as the margin profile because of the mix of services and the increase of recurring. And as I referenced, we're bringing those things together. It used to be that we would go sell a project and then at the end, we would talk about things like managed services. The way the whole kind of approach with customers is now we start out talking about our SaaS-based offerings as the value add to get them high value in partnership with Microsoft. Then we bundle into that the whole implementation services around whether it's development, or implementation of dynamics combined with managed services as a holistic offering. And that value point is what creates a longer digital transformation initiative for us and increases margins for us as we go forward across the leverage point with customers.

And Kevin, I'll chime in too on this, just from this internal IT effort. From my seat, it will absolutely streamline some back office operations. It's going to provide a ton of additional enhanced management visibility, and it's going to do nothing but help us just manage the company better. And it's created a platform for us, a scalable platform for future M&A and just our playbook of what we want to do in the future and will enhance our ability to bring in future acquisitions. So really a major change for us internally. Really, really proud of the team and very thankful for the contributions they've done because it's made us a better company.

That's a great color. Then maybe just for my follow-up on M&A, it seemed like a bit of a shift in your language in terms of the deal environment starting to move towards the buyer's market. Maybe just elaborate on what you're seeing there and maybe refresh us on how you're thinking about leverage and using that to help get deals across the line. That's it for me. Thank you.

Thanks. Yeah. You know, M&A, last year we were spending and focusing our time on integration and all the things that we needed to do because of the three acquisitions we did in 21. And we've continued to have discussions and continue to look more closely. We are seeing a little bit of pull down. I won't say it's significant change to a buyer's market, but certainly, you know, we're not seeing some of the crazy valuations happening. on either payments or on the cloud side that were maybe much higher, but allows us to have an opportunity to look at how we might bring those in and continue to look at things as I described around creating scale. Certainly on the payment side, operational capabilities along with scale is a key piece of what we need to do in payments. And yeah, the way that we would consider financing it is continuing to use leverage and use a credit facility versus debt, given current share prices and things like that, to be able to facilitate those. I mean, the acquisitions we do are going to have strong EBITDA contributions that we can borrow against those uh, uh, even doc contributions, uh, similar to what we've done in the past, but, but lean on that. So that would be the approach that we would use.

That's it for me. Thank you. Thank you.

Our next question is from the line of Christian screw was a capital. Please just use your questions.

Hi, good morning. And thanks for taking my questions. The first one I'll start with is on pay IQ. And I'll think of PayIQ on a longer timeline, maybe than the previous questions, but once it's been commercialized in the back half of the year and we move into 2024, how do you see the ability to scale once live and how high touch or low touch do you think the migration effort will be to get existing or new customers onto PayIQ?

Yeah, I mean, as we've discussed before, once we're fully certified, we've been doing parallel planning about what the merchant book looks like. Most of them are e-commerce. A high percentage of them are e-commerce and the bank card component. So as we look at those, you'll have things like gateway integrations. I touched on that with our API platform and things we're doing. We have gateway activities going on that allow us to connect into their existing gateway environment to make some of that transition. And we'll do those in blocks as we go. We've talked about that being, you know, four, four and a half million dollars per of incremental value on the PayIQ platform as we begin to migrate, taking several quarters to do that. So you'll see that build throughout Q, beginning in Q4, but build throughout 2024. But remember, in parallel with that, we have a strong organic motion, both the bank card sales engine starting to onboard net new merchants into PayIQ, as well as the other sales motions that we have, both through ISVs and ISOs direct. And in addition to obviously our cloud solution sellers and activating them along with Microsoft into the channel to do organic. And then incrementally, as we look at additional acquisitions, looking to, you know, have volume that we could similarly move over as well as potential distribution channels to help scale that. But that'll be the process and it'll build, you know, again, beginning late this year, but with the significant momentum to be in 2024.

Great. That's all helpful, Collin. And then for my second question, I'll switch over to the cloud side of the business. You had mentioned bundling and the prepared remarks. And I'm always curious to learn from where we sit today. Which products or solutions do you think of as the Trojan horse and then into new customers? And then where do you see cross-sell most normally going? Software to manage services or some other direction? What do you see from the market just now?

Yeah, and again, we've talked a little bit about this in the past, I think, but there's really this big change. It used to be that customers purchased projects based on a unique area. They might have looked at their data estate. They might have looked at a specific application. They may have looked at their data center environment, whatever that is. And what's really changed is Those are no longer discrete events and activities as part of the power of the cloud, but it's also part of the challenge of the cloud. You have to think about a three to five year journey and how are you going to unlock the value of various components of that? So where a customer starts might vary from one customer to another. One might be because it's in healthcare or basic care platform is a unique offering. that pulls through Dynamics, pull through Azure and managed services. In other cases, it might be they do have a specific workload that they need to modernize. Maybe they moved it to the cloud, as I talked about, but it's not running efficiently. And so they're going to re-engineer that. When they do that, they have to take a look at a broader context of their security footprint within the cloud. They have to look then at how they're going to manage and operate that cloud. So it's different entry points, but it's really having this depth and breadth across dynamics, Azure infrastructure and security applications and data, along with M365 and security and collaboration. All of that's interwoven. Customers are increasingly using Microsoft Teams as the portal for their employee base to engage to their other systems. So how does you use Teams as your dashboard into your KPIs, into your core strategic operational systems, all those kinds of things? All of that stitching together is a very different way to engage, and you have to have full surfaces across all of those. And that's where the arrows and the quiver, as I describe it, have to come together across many different dimensions. And it's something we're uniquely positioned to do within the Microsoft Fabric because we are building scale to be able to do that, both including onshore and offshore capabilities, as well as depth and breadth of service that includes these industry capabilities of SaaS, our depth and breadth of managed services, and then all the sophistication of technology services that we blend at scale that's quite unique.

Perfect.

That's all hope, Mike. Thanks for taking my questions this morning. Thanks, Chris.

Our next question is from the line of Divya Goyal with Scotiabank. Please just use your questions.

Good morning, guys. Great color on both lines of business. Mike, to your previous discussion and the question we were just discussing, I was curious to understand, are you seeing longer-term contracts with most of your clients now given this increase in bundling and the demand, increasing demand for managed services alongside the SaaS business and the cloud customizations that are out there now?

Yeah, so it's, you know, we shared some of the things, you know, multi-year contracts on our managed services. That's something that we've been introducing. When we acquired Catapult, they had focused on one-year contracts, and we're extending those. Similarly, when we bought MacyCare, they were selling MacyCare on one-year contracts, and we're extending those. So what you're seeing happen is that the SaaS-based offerings are almost all done on a three-year contract basis. The managed services are increasingly being done on a three-year contract basis. And then within that, there will be project services that are typically point solution provided but have ongoing activities around extension and things like that. So we are seeing it be across the different capabilities, a set of sticky services, leveraging SaaS. and managed services and then using our project services as the catalyst to bring all those together. And even some of those project services are being done in an annual contract basis with customers extending that. One of the things I think we've talked about this before, 80% of our professional services come from existing customers from prior years. So even though there's some resale, it might be that one customer goes from a million to two million, where another one went from two million to a million and a half or whatever. But our revenues significantly come from existing customers year over year, even on the professional services side.

That's great, Colin. Just on the pay IQ, I wanted to make sure I understand this timeline properly. So on the commercialization front, you know, in business, We were all under an impression that you'd need Visa, MasterCard, and we recently discussed that you'd need Amex and Discover. But from today's discussion, it seems like you can start to do some level of commercialization without even having Amex and Discover. As you mentioned, you can start some Visa, MasterCard transformations. So does that mean you can start the customer one or the actual payment processing for the real merchants in the Q2 period already? Like I'm just trying to understand this timeline between Q2, Q3 for PIQ.

Yeah, so commercialization is this broad term. We have been doing live transactions on PayIQ where somebody transacts a card and processes to go through clearing settlement, all that kind of stuff. We've been doing that and continue to. Some of that's on a house account that we have at the moment, but they are live transactions that are fully running through the tails. The first step is we are actually creating an e-commerce storefront that will be a live merchant, that will be our merchant, and we'll be demoing that. And that'll be happening here in Q2, where we are able to demonstrate live transactions on a real e-commerce site to do that. And then we have identified some select customers as part of the bank card business that are are Visa MasterCard only that we can and we will go live with them using the platform to do that. So it's not volume. So when we talk about commercialization, we're talking about the scale volume, but we will kind of step into that beginning in Q2 with a live e-commerce website and then in early Q3 with Visa MasterCard with some select customers. doing all the operational things and those kinds of things, and then following on post-Amex with the broader, what generally is the full commercialization, where we're beginning to move larger volumes of merchants onto the platform.

That's great, Carlos. Thanks a lot for taking my question, Chris.

Thanks, Xavier.

Thank you. Our final question is from the line of Jerome Dubreuil with Desjardins. Please receive your questions.

Yes, thanks for taking my question. Mine is on the cost side for the coming next few quarters. It seems like you've been investing a little less in PIQ in this quarter, and understandably so. I think you're ready and waiting for certification now. In the previous quarter, we were talking about investments of maybe $1.6 million per quarter. And now, even after adjusting for the kind of one-time adjustment, it seems like it could be a little bit less than that in the coming quarter. Am I reading that right?

No, I think Q4 was more of an aberration and a one-off. The run rate was 4.2 in EBITDA consumption for all of fiscal year 22. I expect fiscal year 23 that from an EBITDA consumption perspective or negative EBITDA run rate, you know, it's going to be in that 6 to 8 million range, and it's going to be about a million and a half of capex when you also include our major care products as well. So you're going to see it begin in Q1 of 23, begin to ramp in Q2 and Q3 as we move towards commercializations. Part of that is increased spend on the platform itself and just our development teams. The other part of it is to build out the operational teams. We've been able to hold off on that as we wait for the commercialization timeline to crystallize for us. So as we have greater and greater certainty there, we'll need to begin to build out those operational centers that we need to support the product and the platform. Those have become much more scalable as we grow in FY24, but you still have to have the same core platform, core people, to take one call or to take 1,000 phone calls, right? You gotta have that structure built. So we'll need to be building out our operations center throughout the middle part of the year, and we're also kind of accelerating our debt pipeline now that we're getting closer to what that launch is with the network. So the spend will increase throughout 24, probably peak at the end of, I'm sorry, increase about 23, probably peak at the end of 23. And then as revenue begins to offset, some of that spend rate will begin to incrementally decrease that as a spend run rate through 24 and get closer to profitability and break even through 24. So that's generally how we kind of see the arc happening.

Yeah, that's very helpful. Thanks. And then on the cloud side, one of your important vertical is healthcare. Now that we're in a kind of new paradigm post-COVID, you know, these organizations have been able to make a lot of changes in a short period of time a few years ago when the pandemic was starting. And now we're starting to look forward again. Are they seeing their investments with a fresh set of eyes there. Is there a meaningful change in terms of how they could see the modernization of their systems?

Yeah, so when you look at that space, a lot of what happened in the pandemic was centered around, you know, different ways to care and deal with all the unique circumstances there. But they didn't do a lot on core systems and leveraging and making those changes. It is a very fragmented universe of antiquated And what you're seeing, and there's consolidation going on, there's other things happening in that space, what you're seeing is this expansion of how do you really improve the experience of patients across this ecosystem, especially here in the U.S., where across hospitals and physicians and care providers of various types, which is where we're seeing the value from our MacyCare platform, especially patient management and some of those kinds of things, We're helping stitch that together. You've got all the core systems, Epic Cerner, those kinds of things that are doing a lot of the core operational kinds of things that companies, especially larger, have done. But that second tier can't afford those systems, and that's where we see a lot of great value from it. So there's significant investment being undertaken within the healthcare space, and it's actually a big focal point for Microsoft. because it's an area where they haven't had big penetration in the past, and they see a great opportunity through their healthcare industry cloud capabilities, the dynamics platform. Basic care is a key component to help them do that. But then on top of that, all the things from an analytics perspective, and there's some other things happening. We've got kind of a whole roadmap that we're putting together across, you know, not only care path as we describe it, which is around patient engagement, chronic and transition care, those kinds of things. But the things in payer matrix that we talked about around revenue cycle management, really being able to do member and benefit management, things like that. Supply chain, layering in kind of optimization of supply chain across that, both for procurement, you know, tracking and tracing and things like that. And then lastly around what we call our provider link, which is all the things around referral management, prescription management, things like that, that we're seeing be a high area of focus in that space. We see a great opportunity for us to use MacyCare and its platform as the entry point. Back to my point earlier about all the arrows we have in the quiver, then complementing that with our deep dynamics expertise, our expertise in data and applications as well, then the ongoing ability to manage and help support those environments for those providers.

Great. Thank you.

Thank you. At this time, this concludes the company's question and answer session. If your question was not taken, you may contact Quisitive Investor Relations team at quis at gatewayir.com. I'd now like to turn the call back over to Mr. Reinhart for his closing remarks.

Thanks, everyone, for joining us today. I especially want to thank our employees, partners, investors, and customers for their support. We appreciate your continued interest inquisitive and look forward to updating you on our next call. Thanks, and have a great day.

Thank you for joining us for today's fourth quarter and full year 2022 earnings conference call. You may now disconnect.