Propel Holdings Inc. (TSX:PRL)
Canada flag Canada · Delayed Price · Currency is CAD
20.46
-1.40 (-6.40%)
Apr 28, 2026, 1:27 PM EST
← View all transcripts

M&A Announcement

Sep 26, 2024

Operator

I will now turn the call over to Devon Ghelani. Please go ahead, Devon.

Devon Ghelani
VP of Capital Markets and Investor Relations, Propel Holdings

Thank you, operator, and good afternoon, everyone. Thank you for joining us to discuss Propel's announced acquisition of QuidMarket. Both the news release and a supplemental investor presentation were released this afternoon after market close and are available on the company's website, propelholdings.com. Before we begin, I would like to remind all participants that our statements and comments today may include forward-looking statements within the meaning of applicable securities laws. The risk and considerations regarding forward-looking statements can be found in our press release and investor presentation. Additionally, during the call, we may refer to UK GAAP and non-IFRS measures.

Participants are advised to review the section entitled UK GAAP, non-IFRS Financial Measures, and Industry Metrics, also on the company's investor presentation, for definitions of our non-IFRS measures and the reconciliation of these measures to the most comparable IFRS measure. Lastly, all the financials referenced during the call are in U.S. dollars, unless otherwise noted. I am joined on the call today by Clive Kinross, Founder and Chief Executive Officer, and Sheldon Saidakovsky, Founder and Chief Financial Officer. Clive will provide an overview of the acquisition and the key strategic benefits, while Sheldon will cover QuidMarket's financials and the terms of the transaction, including the bought deal offerings in more detail. As a reminder, following the prepared remarks, we will not be hosting a question-and-answer session. With that, I will now pass the call over to Clive.

Clive Kinross
Founder and CEO, Propel Holdings

Thank you so much, Devon, and good afternoon, everybody. Hopefully, we haven't ruined your afternoon by asking you to stay behind till 5:30 P.M. to hear about our recent transaction over here, and hopefully it's just the opposite. An excellent opportunity to invest in Propel. We think, as we always say at the end of our calls, that we're just getting started, and this is an important, really important step in our growth journey. We announced at the close of markets today that we acquired one of the U.K.'s leading fintech lenders, a company by the name of QuidMarket, and in parallel with that, we announced a bought deal, which was led by Canaccord and Scotiabank for CAD 100 million.

So far, as to say, it's been an interesting few months over here, and we're feeling really, really good. First of all, that we've got this behind us, and more importantly, that we've got this in front of us. This is an excellent opportunity to grow QuidMarket into the U.K.'s leading online lender. Today they're certainly one of the leaders, but we're not content being one of the leaders. We're content only when we are the leader, and even then, we won't be content. As you know, we have global aspirations, and this is certainly a step in that direction. So let me just start off by doing a quick recap.

Most of you know that what we do is provide access to credit to underbanked and underserved consumers through our proprietary AI-powered technology platform. As at the end of the last quarter, we had facilitated just in excess of 1.2 million loans and lines of credit. Our five-year CAGR in achieving that was top line growth of 47%, with adjusted EPS growth of 87%. Obviously, the fact that our EPS growth dramatically outstrips our revenue growth is a testament to the operating leverage of our business model.

Perhaps more importantly than what we've done over the last five years is what we've done over the last year, and you could see our LTM revenue of $382 million translates to 47% year-over-year growth, $39 million in net income and $50 million in adjusted net income translates to a growth rate of 74% and 82% respectively. All of which is to say, our recent growth rate, our most recent growth rate, certainly mirrors the growth rate that you see above in our five-year CAGR. If you said to us, what do we expect the growth rate to be on a go-forward basis? We don't see any reason why our growth rates on a go-forward basis shouldn't somewhat mirror what we've done historically.

With that in mind, and I want to be absolutely explicit about this, we did not do this transaction so that we're buying revenues or buying profits or anything like that. If anything, the organic growth of the business is absolutely phenomenal, and as a result of that, we needed to think long and hard whether now was the right time to do the acquisition. We've certainly spoken about the idea of acquisitions and earnings calls in the past, and I think you all know that we have a very high bar, and fortunately, we could afford to have that high bar given the organic growth that's inherent in the business.

Speaking about our consistent track record of profitable growth, you could see that we've grown from just under $130 million in revenue at the time of our IPO, to somewhere between $410 million and $450 million this year, pursuant to our guidance. The midpoint of that range is $430 million, and all of that represents a revenue CAGR of 49%. Looking at our adjusted net income, it's grown from $12.9 million at the time of our IPO to the midpoint, the midpoint of our range this year of 57.3% . Again, the operating leverage, you could see our revenue per employee has gone up from $287,000 at the time of our IPO, to what this year will be almost $800,000.

That operating leverage is what's allowed us to achieve an adjusted return on equity, 36% in 2021, and that's grown to 40%+ in 2024. I will also tell you that it's been around that 40% margin since becoming a public company, and it's an increasing ROE, as is demonstrated by increasing adjusted net income margins, which is all inherent in the business model. People say, what's allowed us to be the best performing IPO of our vintage? And I'm not even talking about the share price over here. I think I'm talking more about the company's performance. I think what we do at the end of the day is we execute on our growth objectives.

I think that's number one, and I think number two is when we tell the market something or when we tell investors something, they know that they could take what we told them to the bank, because that's how we operate. We have a team of seventeen executives today. Since our inception, myself and my three Co-founders are still at the business today, thirteen years later, and we have never lost an executive. What allows us to do that? It's similar to what we're communicating to the outside world. When we say something, we mean what we say, and that's a good way of, first of all, building a culture and building a team, and second of all, a way of building excellent relationships with the investor community.

To that end, when we went public, there were three broad themes that we said we're gonna be executing on, on a go-forward basis. Specifically, we said we're gonna be expanding into additional jurisdictions, including Canada, to that end, launched the Fora in Canada in November 2022. I think that was a quarter or two ahead of schedule. You may have noticed last week we announced an exclusive relationship with KOHO. KOHO are one of Canada's leading fintechs, and they don't have a lending product today, so they partnered with us on an exclusive basis to provide them with an embedded lending product. Just to be clear, it's a one-way exclusive, so it's exclusive for them.

It's certainly not exclusive for us, and we will be hopefully forging more and more of those relationships to spearhead our growth in Canada, and most importantly, to provide best-in-class lending products to the millions of consumers across Canada who are locked out of credit from traditional banks. The other big initiative we said we were gonna be doing at the time of the IPO was expanding our product offerings to serve lower-risk markets, such as the near-prime market. To that end, we announced our partnership, our lending-as-a-service partnership with Pathward Bank just over a year ago. We said at the time that this is a piece of business that we won in an RFQ and competed against some of the biggest fintechs in the United States and Pathward Bank, one of the leading fintech bank-sponsored banks in the U.S., selected Propel.

Both Fora and Pathward are going very well. They're at the very early and nascent phases, but we expect they'll drive lots of top and bottom line growth on a go-forward basis. The other thing we said we were gonna do at the time of the IPO, where we saw the right opportunities, was grow through strategic M&A. Candidly, that's the one I was the least committed to, 'cause we're not gonna grow through M&A if, A, we're not at a point in our life cycle where we could absorb the transaction, and digest it and integrate the company into what we do, and number two, we need to find the right company and had a high bar in what we're looking for.

We're absolutely delighted to announce today that we've acquired QuidMarket and this will certainly help us with our global aspirations as we move into Europe. This, you know, this is a transaction or a company that we started looking at about two and a half years ago. We know how big the global market is and how many potential M&A opportunities there are. We hired Devon Ghelani to spearhead our M&A activities almost three years ago, and over that period, have looked at in excess of 30 transactions. I don't exaggerate when I say we've looked at acquisitions in Europe, Asia, Australia, South America, Central America, Mexico. I think Mexico and Central America, I'm double-counting over there, but anyway, Canada and the U.S.

Probably about two and a half years ago, we really started honing in on the UK market. It's a big underserved market with a very established regulatory framework. We also liked the fact that it was English-speaking and a developed country, so we started off looking at that market and actually were introduced to QuidMarket at the time. At the time, they were a much smaller company. In addition to that, their valuation expectations weren't aligned with what we thought they were worth, but we liked the company and we liked the people, and ever since then, we've stayed really close to them, speaking to them at a minimum once a quarter, sometimes more regularly than that, and not dissimilar to Propel. All they've done is exactly what they said they were gonna do and then some.

It's been an excellent period to watch this company evolve and, just to make sure that we were acquiring the right company, we expanded our net, so to speak, and looked at a few other fintech lenders in the UK and concluded that QuidMarket was by far, the best company that matched with, that matched with Propel. First of all, their profitability profile was the best, their valuation expectations were the most reasonable, and certainly and importantly, we felt a very, very good chemistry with the team. So earlier this year, we entered into an LOI. We spent the best part of the last six or seven months diligencing the company.

We did conducted most of that diligence ourselves, but we did engage Canaccord to help on the M&A side, and then as we were getting towards the end of our activities over here, also engaged Ernst & Young to help with the quality of earnings and accounting policies that QuidMarket uses. We engaged Promontory and A&O in the U.K. to help with the regulatory and compliance diligence, and, consistent with our findings, found that this is an outstanding business. We've spoken many times about the fits that we need before moving forward with an acquisition. We've said it needs to be in a favorable jurisdiction, there needs to be a strong cultural fit, and the transaction needs to be financially accretive. We need to check all of those boxes to move forward.

As everybody knows, the favorable jurisdiction and the financially accretive part are probably the easier ones to determine. In my experience, having done several acquisitions over the course of my career, where these transactions ultimately succeed or fail, is when there's a good cultural fit. And certainly in the team in the U.K., we have found a group that fits perfectly with our own culture here at Propel. So let's just quickly take a look at the business through that lens. The U.K. market has about 20 million underserved consumers. This business happens to be based out of Nottingham, U.K., which is good for a couple of reasons. Firstly, the payroll costs in Nottingham are not same what they are if they were headquartered in London. Nottingham also happens to be an excellent hub for financial services.

Experian are headquartered out of there. There are many other fintechs that have sprouted out of Nottingham, which at the end of the day, means it's an excellent area to get talent as the business grows and expands. There's also an established regulatory regime, which is obviously critical in our industry. From a cultural standpoint, this is a business that was seeded with very little equity capital, have ridden the road for the last 13 years. And because they didn't have a lot of capital and have grown the business without bringing on debt capital either, it's a team that really had to grow the business with a focus on profitability whilst being exceptionally frugal. You see that in the DNA of the company today, and obviously, that's something that we could relate to.

As I think most of you know, we raised $ 4 million to start Propel, and that's all the equity money that we needed all the way up to 2021, the year that we went public. Very much in our DNA today is our frugal nature and our focus on profitable growth. So I think there's an excellent chemistry over there. In addition to that, not dissimilar to Propel, they have a strong, seasoned management team who have been with the business for seven years. Sheldon's gonna go through their financials in a little bit more detail in a slide or two.

So I'm not gonna steal his thunder other than to point out that their revenue growth, 46% CAGR since twenty twenty-two, and their profitability growth, 57% on the EBT line and 46% on the earnings line, looks not dissimilar to Propel. Sheldon will show you in a moment or two that this is an exceptionally accretive transaction, a very important criteria to us. But I want to be explicit in saying that it's accretive, not because this company doesn't have a similar growth profile to us. If anything, we think on a go-forward basis, with some of the value that we could add to this business, the growth and profitability profile could actually exceed the outstanding growth profile that we're already looking forward to. Why a QuidMarket ? I think two reasons for it.

First of all, a favorable jurisdiction. I've already mentioned the U.K., and second of all, the right company within that jurisdiction. Looking at the U.K., not dissimilar to North America, about 30% of the population cannot cover emergency expense of GBP 850. That comprises about 20 million people. Those same people have been stretched over COVID. Again, not dissimilar to our consumers here in North America, which lends itself to needing more of these kinds of services. If anything, the mood in the U.K. from the Financial Conduct Authority, which is the organization that oversees and regulates the industry in the U.K., is that this market is underserved. So underserved that about 3.3 million consumers turn to illicit sources in the absence of regulated lenders.

Obviously, the regulator wants to move those lenders out of the U.K. and foster the development of more, what I would call legal and licensed lenders in the U.K. The regime, pursuant to the FCA's oversight, has been established for over ten years now. That's obviously critically important, and the U.K. has the highest fintech adoption rate in the world, which really tells you that the opportunities... That it's the perfect environment to grow and expand the business. The team there is really a proven operator with tremendous growth potential. They're a direct lender, meaning that the economics that they earn are based on their own balance sheet. There's certainly opportunities on the lending as a service side. It's not what they do today.

Today, they offer a ubiquitous product in the form of an installment loan, where typically the loans range from $300-$1,500, and as I've already mentioned, they built this business without taking on any debt, and to a large extent, the business is undercapitalized. They could grow at a much faster rate without taking on any additional credit risk, just by having access to additional capital. That's probably the lowest hanging fruit, and the first thing that we'll be able to do is provide additional capital. From an operating perspective, this really is an excellent team. We've learned a lot from them, going down on our several visits to the U.K., as well as the countless conference calls we've had over the last few months.

There's lots of best practices that they have that we'll be able to incorporate into our business. Similarly, we obviously have best practices that we'll be sharing with them to make sure we rise both boats at the same time. Their 4.9 plus Trustpilot rating from 6,000 reviews is actually better than Propel's, and we know how focused we are on providing world-class customer service. So to get a rating like that in our experience really speaks for itself. Their technology platform is scalable and secure. And what I will tell you is that their underwriting today is more manual with a human touch.

So we could certainly incorporate our AI underwriting module into their technology stack, and in so doing, realize the many, many advantages that comes from providing AI machine learning underwriting to this segment of the market. It will also allow us to automate more and more of their processes, and in so doing, start to recognize the operating leverage that is inherent in the business model. With that, I will turn over to Sheldon to walk through some of the financials.

Sheldon Saidakovsky
Founder and CFO, Propel Holdings

Okay, great. Thanks a lot, Clive. So QuidMarket is growing at a fast rate, and while at the same time expanding its profitability. From a revenue perspective, as Clive mentioned, they're growing at about a CAGR of 46%, which is very much in line with the way Propel is growing. Last quarter we reported, we had grown 47% year- over- year. So QuidMarket, on an LTM basis, has generated just under $28 million of revenue. And certainly the expectation as we've been watching this company and diligencing it for a while now, that the management team has been not only delivering their results on a month-to-month basis, but actually, for the most part, exceeding them.

So the growth rate on a go-forward basis, we certainly expect it to be in excess of 40%. And this has all been done, as Clive mentioned, while the team has been capital constrained. They don't have any debt on the business, and the existing investors are used to pulling out a large portion of their earnings through dividends. So the team is very excited with us coming on board. There's a lot of initiatives on the product side, on the technology side, on the marketing side, that they're very excited about launching and really growing with us into an industry leader. To that end, we've locked in their top 12 key employees. Their three top executives have an average tenure of just about a decade.

This is a team that in many ways actually resembles us from a number of years ago. We're incredibly excited to be working with this team. While they've been achieving these revenues, they've also been achieving very strong and consistent margins. As we can see over here, they've been generating between 30% and 35% on a net income basis. I will note that that's in UK GAAP, which is what their audit standards are, and UK GAAP is very much in line with how we report our adjusted net income under IFRS. We certainly expect this type of margin profile to continue, notwithstanding any potential synergies that we would be bringing on board.

For example, on the product side, they have a ubiquitous product, as Clive mentioned, so there's a lot of things from a product diversification standpoint that we can bring to the table. For example, risk-based pricing, graduating their best-performing consumers to better and better products. These are things that have helped fuel Propel's growth over the past several years. There's a number of strategic partnerships on the marketing side, on the data side, on the credit bureau side, that we can bring to the table. From a technology perspective, they don't employ today any AI or machine learning into their underwriting process. A lot of it is done manually, and that's just one piece of the puzzle from a technology integration. We operate a world-class proprietary technology platform, and once we integrate it with them, the sky's the limit.

And finally, from a capital perspective, obviously, Propel can bring the capital that they will help fuel their growth. So, from a transaction standpoint, we are paying $71 million for 100% of the company. And the acquisition multiple on that basis is about 7.4 times LTM. And we expect on that basis that this transaction will be very accretive, not only immediately, but on a go-forward basis. Also being a full equity transaction, this will deleverage our balance sheet. Currently we operate with about a 2-to-1 debt equity ratio at the Propel level.

Post-raising the equity funds and integrating this business, we'll be operating at closer to a 1.3 times debt equity ratio, which positions us incredibly well for raising additional debt at favorable terms as we move forward. Concurrent with the transaction, we've announced that we're doing a CAD 100 million bought deal with an over-allotment option of 15%. And this was, as Clive mentioned, co-led by Scotiabank and Canaccord. As I mentioned, the QuidMarket management team is all in place and very excited to move forward. And this transaction will be subject to one condition, and that is regulatory approval. There's a required change of control approval required under the FCA, and it's more of a customary or formality, and we expect this to close sometime in Q4.

Clive Kinross
Founder and CEO, Propel Holdings

Hopefully, everybody can hear from our tone how excited we are, and Sheldon alluded to the fact of how excited the team is in the U.K. to be joining the Propel team over here. I think the only people that are more excited than them is actually our team ourselves. You know, we really have done this due diligence across the board. I've been very involved. Sheldon's been very involved. Noah's been involved. Don's been involved, Gary, Devon, Jay, Sarika, and several other members of the executive team. And I can tell you, we all came out and gave the deal a big blessing before we moved forward over here.

What this deal does for us is it significantly accelerates our growth strategy. It gives us an excellent foothold in the UK market, provides us the ability to provide access to credit to the 20 million underserved consumers in the U.K., and obviously diversifies and expands our revenue profile. It really does leverage all of our core capabilities from a technology perspective as I've already mentioned. We'll ultimately integrate our entire platform or transition their entire business onto our platform, but from the outset, we'll start to integrate our AI underwriting module into their tech platform. From a product standpoint, just as we've done in Canada, we've graduated consumers to better products over time. We plan on doing the same thing in the U.K., and then in addition to that, introducing risk-based pricing.

Not only will that be a really good thing for consumers over there, but ultimately the regulator will also look very favorably upon us, and it will also help us deliver outstanding results for shareholders. The team over there, as I've already mentioned, is outstanding. I think that, with some of our operational and financial expertise, we'll be able to add lots of value to their processes. And similarly, as I've already mentioned, some of their best practices will be incorporating into our operations here in North America. And importantly, probably the lowest hanging fruits over here is the ability to provide them with additional capital to grow the business. There's so much runway ahead of them. Finally, and very importantly, this is an accretive transaction.

It's immediately accretive but if anything, based on what I was saying about the growth profile, we expect this business to become more and more accretive on a going-forward basis. I've certainly spent a little bit of time on the call, saying how much we appreciate the outstanding job that not only our lead bankers, Canaccord and Scotia, have done, in raising the capital over here and in Canaccord's case, as advisors on the M&A as well as, Stikeman Elliott and ANO on the legal side. But more than the outstanding consultants that we've used externally is just the incredible work that our team here at Propel has done.

We've been driving our business over here, forging new relationships, like with KOHO and without providing too much detail, there's lots of other exciting stuff coming on, and there's work that's been taking place to bring on new business and new relationships. All the while, being really, really hands-on, diligencing this company. I cannot be more prouder as a CEO of such an outstanding group of people. It's tremendous to be here in Canada with the aspirations of growing a global leader at what we do. With the team, the capital, the technology, and the infrastructure that we have over here, I absolutely believe that we will continue our leadership role in turning Propel into the global industry leader. With that, thank you, everybody, for joining the call today.

Operator, you may now end the call.

Operator

Thank you. That concludes our conference for today. Thank you all for participating. You may now disconnect.

Powered by