Dye & Durham Ltd

TSX:DND

Earnings Call Transcript 2022-Q1

[Operator]

Good afternoon. My name is Kelsey, and I will be your conference operator today. At this time, I would like to welcome everyone to the Dye & Durham Fiscal 2022 First Quarter Results Earnings Call. I would now like to turn the call over to Ross Marshall, Investor Relations on behalf of Dye & Durham. Mr. Marshall, you may begin your conference.

[Ross Marshall]

Thank you, Kelsey. Good afternoon, everyone. Welcome to Dye & Durham's Fiscal 2022 First Quarter Results Conference Call. Before we start, we'd like to remind you that all amounts discussed on this call are denominated in Canadian dollars, unless otherwise indicated. Please note that statements made during this call may include forward-looking statements and information and future-orientated financial information regarding Dye & Durham and its business disclosure regarding possible events, conditions or results that are based on information currently available to the management, which indicate management's expectation of future growth, results of operations, business performance and business prospects and opportunities. Such statements are made as of this date hereof, and Dye & Durham assumes no obligation to update or revise them to reflect events, disclosures or circumstances, except as required by applicable securities laws. Such statements involve significant risks and uncertainties and are not a guarantee of future performance or results. A number of these risks or uncertainties could cause results to differ materially from the results discussed today. Given these risks and uncertainties, one should not place undue reliance on these statements information, please refer to the forward-looking statements information and the future-orientated financial information section of our public filings, without limitation, our MD&A, our earnings press release issued today for additional information. Joining us on the call today are Matthew Proud, Dye & Durham's Chief Executive Officer; and Avjit Kamboj, Dye & Durham's Chief Financial Officer. I'll now turn the call over to Matt for his opening remarks.

[Matthew Proud, CEO & Director]

Thanks, Ross, and good afternoon, everyone. We're pleased to be with you today to review recent developments at Dye & Durham as well as our financial and operating results for the first quarter of fiscal 2022 for the period ended September 30, 2021. Starting on Page 4 of the presentation. We've built a highly reliable platform that generates digital infrastructure-like cash flow. The annuity-like nature of our revenue and the relatively fixed nature of our cost base provides for a tremendous level of predictability both for revenue and adjusted EBITDA. It also allows us to drive the high EBITDA margins we do because revenue can scale dramatically within a corresponding cost increase. We've grown to more than 50,000 customers. Acquisition growth models are often faced with customer churn. This is not the case for Dye & Durham. Our net revenue retention is an incredible 159% in the quarter, which demonstrates our ability to retain customers and grow with them as we optimize the value of the platform and the value of the efficiency it generates for the people that use it. The business today is dramatically larger than it was at the time of IPO. On a revenue and adjusted EBITDA basis, we're achieving a scale in the market. Furthermore, our operational footprint has grown as well with more than 1,500 people today working at Dye & Durham across the 3 major markets that we're in. We continue to execute on our strategy to acquire, integrate and operate to drive EBITDA. This afternoon, we reported revenue of approximately $113 million and adjusted EBITDA of more than $62 million in the first quarter. We continue to constantly deliver on adjusted EBITDA margins of above 50% despite the strong growth. The growth we're delivering really comes into focus when you look at these figures on an annualized basis. When you do that, it's $452 million in revenue and nearly $250 million in adjusted EBITDA. To put that annualized adjusted EBITDA figure into perspective, that's in line with what market expectations for our fiscal year 2023 are. And we're already at that level in the first quarter of fiscal 2022 with much more growth to come. Today, we have $1.7 billion of capital available to us to acquire new assets from the recent recapitalization we announced in October with Ares, and I can tell you we plan to deploy it. We have a pipeline of more than $500 million of incremental adjusted EBITDA, and that factors in that we recently did 2 major acquisitions. These opportunities fit with the model. We've built acquiring and operating mission-critical software that power the transactions and economies we service. We've created a global leader in software that services legal and business professionals for workflow solutions and regulatory data and information. Our products are used for a wide array of underlying transactions across major Western English-speaking economies, with the vast majority of revenue being driven by transactions in the real estate market. We integrate workflows and processes that legal professionals use every day, sometimes multiple times a day, into one convenient platform. And we're focused on expanding our value proposition to customers by extending our reach into adjacent markets of their ecosystem. During Q1, we continued our acquisition strategy with 2 more acquisitions and the deployment of approximately $320 million. We've now deployed just over $1.1 billion on acquisitions since IPO. Of course, we prefer to pay less versus more. But the key metric we evaluate acquisitions on is how valuable is that asset in our hand. We target a post-synergy metric of less than 5x EBITDA compared to the purchase price. We have the capital to continue to execute on our Build to a Billion strategy as we continue to scale the business for the future. Our performance this quarter demonstrates that scale. We've grown revenues by more than 400% and adjusted EBITDA by nearly 400% year-over-year while maintaining world-class margins. That's what we've done, but I'm much more interested in where we're going. Slide 8 should be familiar to you. It's the best way I can think of to describe our strategy: acquire good assets integrate them efficiently and drive EBITDA. We put this strategy to work as a private company prior to 2020 and now effectively since the IPO. We've raised $1.9 billion in equity and debt from June 2020 to March '21. We deployed that capital into accretive acquisitions to drive 398% increase in adjusted EBITDA. Today, as I mentioned, we have $1.7 billion of capital available to deploy new acquisitions and drive even more EBITDA as we Build to a Billion and execute that strategy. Slide 9 breaks it down for you. At the time of IPO, we were doing approximately $40 million in adjusted EBITDA. We acquired a total of $76 million in incremental EBITDA in the 11 acquisitions we completed since July 2020. But we've grown our adjusted EBITDA on an annualized basis to nearly $250 million. The remainder of that being made up through us making these businesses much more efficient in our hands. In aggregate, we've paid approximately 15x adjusted EBITDA for those acquisitions, and we've driven the group of them down to just over 5x EBITDA on a post-synergy basis. What's most impressive is we've all done this in less than 15 months, that's an incredible performance. We believe there's still synergies to be captured on the acquisitions we've completed, and we're well over our way to driving that number below 5x. We're very serious about our Build to a Billion strategy. Today, we have approximately $250 million in annualized adjusted EBITDA and, as I said a few times, access to $1.7 billion in capital. We plan to deploy that much capital, if not more, over the next 18 months as we did over the previous 18 months. As I previously mentioned, we have a pipeline of more than $500 million of incremental pre-synergized adjusted EBITDA. The opportunities in the pipeline vary in size, including transformational ones, and are well distributed in all the geographies we operate. Today, we continue to target a 5x EBITDA post-synergy metric in all acquisitions we pursue. And as you saw in the previous slide, we demonstrated that we can deliver on a post-synergy basis to a multiple of just over 5.4x in just 1 year. And there's more to come out of that. So all that said, as we put to work the $1.7 billion in capital on our balance sheet, we are confident that we'll be able to achieve the same 5x multiple post synergies, which will equate to an incremental adjusted EBITDA of $320 million or a total EBITDA, once deployed and synergized, of $570 million, once deployed. Now I'll turn the call over to Avjit Kamboj, our CFO.

[Avjitpal Kamboj, Chief Financial Officer]

Thank you, Matt, and good evening, everyone. Overall, it was another record quarter for us. We reported revenue of $112.6 million in Q1, up from $21.9 million a year ago. This represents a growth of 414%. We also generated adjusted EBITDA of $62.4 million, up from $12.5 million or 398% from Q1 of fiscal 2021. In addition, we continue to maintain strong margins, coming in at 55% this quarter, which is right in the middle of our target range of 50% to 60%. Significant top line growth has been fueled by both the acquisitions we completed, along with the integration activities and our organic growth, which includes the realization of synergies from price adjustments. Looking at revenue growth on a sequential quarter-over-quarter basis, revenue grew by $28.2 million compared to Q4 of fiscal 2021. As Matt mentioned, we completed 2 acquisitions during the quarter, GlobalX and TM Group, which contributed to this growth in revenue in addition to the price adjustment synergies. Total operating costs, which include direct costs, technology and operations, general and administrative and sales and marketing costs, were $50.2 million for the quarter or 45% of revenue compared to $2.4 million for the first quarter of the prior year. The increase in direct costs is directly tied to our revenues and will increase proportionally as our revenues increase. Increase in other operating costs is due to costs acquired from the acquisitions completed during the period and our continued investment in human capital for scale. We expect our operating costs to continue to be within the 40% to 50% range. Net finance costs for the quarter was an income of $12.6 million compared to cost of $22.7 million in the first quarter of prior year. Included in finance costs are changes in fair value of convertible debentures, contingent consideration and derivatives. During the quarter, we recorded $19.6 million of noncash gains on changes in the fair value. IFRS accounting rules require us to mark-to-market or fair value these instruments each quarter so that we do expect this variability in our finance cost to continue. Acquisition, restructuring and other costs for the quarter were $10.6 million compared to $4.8 million in Q1 of last year. These costs will continue to fluctuate depending on the transaction activity each quarter. In addition to our regular acquisition and integration costs during the quarter, we also incurred significant costs relating to the privatization transaction and legal costs associated with the CMA order. We continue to maintain a low level of leverage in our current business with approximately only $240 million in debt, which excludes the convertible debentures. We believe the annuity-like profile of our cash flows allows us to carry more leverage while still be cognizant of the capital markets' conservative nature towards that. Now I'm on Slide 16. We built a resilient business. On this slide, you can see the consistent growth we have delivered on adjusted EBITDA during the past 5 quarters. We've managed puts and takes during this period to deliver outstanding performance. As we all know, one headwind is the real estate market. It cooled off during our fiscal Q1 period when compared to Q4 of last fiscal year. We took decisive actions in short order and managed through this environment. Despite lower real estate market transactions, our revenue and adjusted EBITDA growth stayed strong driven by price adjustment synergies. It is a short-term example of how we can manage the business during cycles while still delivering for shareholders. We have a proven track record over the past many years of leveraging our strong cash flows and balance sheet to acquire an integrated company that will accelerate our organic revenue and adjusted EBITDA growth from synergies. And this slide really shows the strategy at work as we identified strong acquisitions that are complementary to our existing business and to provide enhanced value to our customers. As Matt mentioned the $1.7 billion in capital available we have for future growth, let's dig one level down and see how deploying that impacts our leverage ratio. Our leverage ratio today is extremely low, approximately 0.5 turn. With the capital we secured from Ares transaction, there is a $1.4 billion available net of fees and repayment of current credit facility. When we evaluate that figure with the 5x post-synergy multiple we have established in our past acquisitions, we arrive at a leverage ratio of 2.9x, which we think of as conservative. Drawing down on delayed draw term loan, we gained another $40 million in adjusted EBITDA, which still keeps us at a reasonable adjusted EBITDA-to-debt ratio. The key takeaway from this slide is, as we deploy capital and drive incremental adjusted EBITDA, our net debt ratio remains fairly consistent. There will be lags from time to time as we acquire an asset and the multiple paid for the existing EBITDA until we achieve the 5x post-synergies multiple. But as Matt described, we have a track record of executing on those synergies quickly, in less than 15 months, based on the 11 acquisitions since the IPO. Based on the annuity-like attributes of cash flows, we're very confident in our ability to deliver and maintain a reasonable leverage ratio. On Slide 18. Matt mentioned the scale the business has achieved. It's evident on this graphic. Less than 50% of our revenue is now delivered from Canada, with the U.K. and Australia taking an increasingly larger share as we grow in these 2 markets. 1/3 is coming from the U.K. today and almost 1/5 from Australia. It speaks to the diversity and breadth of our business that we've built. We've also managed a tremendous level of growth in our operational footprint from less than 200 employees at the time of the IPO only a year ago to more than 1,500 today, slightly up from where we ended in the last quarter. A question we often get asked is how have we managed that growth successfully. Now on Slide 19, the core objective with every acquisition we do is synergy realization from value-based pricing, just like we achieved with due process earlier this calendar year, cost reductions and back-office integrations. We generally expect to achieve these synergies over a 12- to 18-month period, just as Matt described earlier. We have a well-designed and proven integration blueprint. Our integration is effectively managed through a dedicated integration management office with the representatives from each of the business areas, including operations, finance, sales and marketing, HR and IT. Given that the nature of our integration is primarily back office, being Microsoft 365 tenant, we deployed the exact same accounting system, same policies and processes, our integrations are very low and do not interfere with the products and services we provide to our customers. We have a proven track record of successfully applying these techniques to more than 20 acquisitions we have completed since 2013. The success of this strategy is clearly evident in the 5.4x multiple that we have already achieved on the acquisitions since IPO that Matt described earlier. We have positioned the company with the M&A pipeline, the capital required and the scale to drive $1 billion in adjusted EBITDA. With that, I will turn it to the operator for Q&A. Operator?

[Operator]

[Operator Instructions] Your first question does come from Thanos Moschopoulos from BMO Capital Markets.

[Thanos Moschopoulos, VP & Analyst]

Matt, I just wanted to clarify something you said in the prepared remarks. Did you say you were hoping to deploy $1.5 billion over the next 18 months? Or did I mishear that?

[Matthew Proud, CEO & Director]

No, we said we're hoping to deploy as much capital over the next 18 months as we did in the last 18 months, so closer to $1 billion.

[Thanos Moschopoulos, VP & Analyst]

Okay. And then as far as the $250 million pro forma EBITDA run rate, just to clarify, can you confirm that includes TM Group, but that does not include synergies that you can't yet capture until the synergy is done? Is that how we should think about it?

[Matthew Proud, CEO & Director]

That's correct. Yes.

[Thanos Moschopoulos, VP & Analyst]

Okay. Great. From a quarterly perspective, anything we should be thinking about as far as seasonality -- or I think the U.K. real estate market is showing signs of a slowdown. You alluded to a slowdown. And you have some mitigating ways, I think, to offset that. But I mean just how do we think about maybe the linear progression as we think about the upcoming quarter?

[Matthew Proud, CEO & Director]

So there is a slight bit of seasonality in our business, not a lot. So Q2 would naturally be a bit softer than Q1. That said, as I think you've seen, we've demonstrated the ability through realizing synergies, improving the business, through acquiring stuff, to keep growing quarter-over-quarter. So that's how we think of it. I hope that answers your question.

[Thanos Moschopoulos, VP & Analyst]

Okay. That does. And last one for me, for Avjit, R&D capitalization ticked up a little bit. I think it was $5.7 million this quarter. Is that a good run rate? Or how should we think about that?

[Avjitpal Kamboj, Chief Financial Officer]

No, that is a good run rate, Thanos. As we brought on the different acquisitions we've done, that is the run rate for the current business we're at.

[Operator]

Your next question comes from Robert Young from Canaccord Genuity.

[Robert Young, Director]

As you look forward, the opportunity in the Canadian market, I noticed there were some price changes in British Columbia. I was wondering if you could give any kind of context around what that impact may be on the financial model going forward.

[Matthew Proud, CEO & Director]

Look, we continue, across the business, to make sure that we're pricing our various platforms and applications appropriately. And really, that pricing reflects the value that we're bringing our customers. So you'll see that happen across all geographies, across all quarters. We're constantly looking to keep improving. I think as Avjit said, when he spoke a moment a couple of moments ago, we have seen a cooling in the real estate market across the board. And so we use levers, like the one you're referring to, to ensure that we keep consecutively growing the business. And that's what you'll see out of changes in the business like that.

[Robert Young, Director]

Is there a way to put that just in the context of the $250 million of annualized EBITDA? I guess would that price change be included in that number? Or would that be on top of it?

[Matthew Proud, CEO & Director]

That price change is not included in that number, to be clear. That pricing did not take an effect yet.

[Avjitpal Kamboj, Chief Financial Officer]

Rob, the $250 million of adjusted EBITDA is simply taking Q1 actual EBITDA multiplied by 4. And the price adjustments you're referring to were only communicated recently.

[Robert Young, Director]

Okay. And then the CMA order, sorry if I missed this earlier, but the limitation on your integration opportunities outside of the United Kingdom, is there any way just to maybe not quantitatively describe it but qualitatively describe them, I mean how much of an impact that might have been or if it was an impact?

[Matthew Proud, CEO & Director]

Well, I think there was definitely an impact, we couldn't do anything. That has been lifted as of a week or 2 ago. So while I don't think you'll see a lot of impact in this quarter, coming into Q3, the next quarter, you'll start seeing that impact as we're able to make progress on some of the more recent acquisitions.

[Robert Young, Director]

Okay. And maybe just a little one. The dockets.ca acquisition that you made, a little small one, just curious if you could talk a little bit about the business development there in that business, how it relates to the court systems across Canada starting to go digital. I know there was a deal in that space here in Ontario. And I was wondering maybe if you could just talk about how you're thinking about dockets.ca relative to that. Maybe then I'll pass the line.

[Matthew Proud, CEO & Director]

I think you just outlined, Rob, the kind of strategic rationale that we've seen. It is a fairly small business, a very small business. And we only own a slight majority of it. But we like what the guys are doing. We think there's a lot of runway in the future for that business, but it was not material at all when taking in the kind of financial scale of our business.

[Robert Young, Director]

Do you think of it as a business that could have larger scale in the future? Or should we just think of it as a small piece right now?

[Matthew Proud, CEO & Director]

Think long, long term, there is an opportunity. There's also competition for some of the RFPs they've been bidding against. But for now, I think of it is extremely material.

[Operator]

Your next question comes from Stephen Boland from Raymond James.

[Stephen Boland, MD & Equity Research Analyst]

Just 2 quick questions. I guess on Slide 16, that's very helpful, the adjusted EBITDA that you're acquiring or that you get to with the deployment, that $529 million, I presume that's assuming that you can acquire companies for like 15x. And I think, Matt, in the past, you've said that these acquisitions are quite competitive now. Multiples are moving up. So is it still possible to acquire businesses at 15x?

[Matthew Proud, CEO & Director]

Look, that's an average number. We paid above 15x in the past and managed to get it down below 5x. So again, it's taken on a case-by-case basis. And again, obviously, if I can pay less, that's a great thing and I want to do it. But I also have to deal with the realities out at the market today, and I got to pay what I got to pay. So when we evaluate these acquisitions, it's on a case-by-case basis. To put here our business case that assumes we can get there or not, and if we can't, it's very likely that we're not going to do it.

[Stephen Boland, MD & Equity Research Analyst]

Okay. I just had a few questions. The increase in your run rate, $30 million, you said revenue synergies were part of that. Can you just give a little bit more description in terms of where those are being realized? Is that price increases? Is it cross-selling? And maybe where the majority of that -- in terms of geography where that has come from.

[Matthew Proud, CEO & Director]

Yes. The main focus will be optimizing the value of the platform. And that comes across both. There is revenue synergies. It's more kind of taking a product and making sure that value is optimized, less so cross-selling.

[Operator]

Your next question comes from Paul Steep from Scotia Capital.

[Paul Steep, Analyst]

Great. Could you maybe give us an update as to where you stand in terms of leverage targets? I know at Investor Day, we talked about 2 to 3.5x. I guess given the upsize in the facility, I want to see if that's still the range we should be thinking about longer term or if there's been maybe a change there.

[Matthew Proud, CEO & Director]

It really depends like on what acquisitions we're looking at, at the time. As we said when we first started this call, this business has turned into revenue and cash flows, in many cases, that are infrastructure-like. The ability for this business to support leverage is huge. So we could very comfortably go through that if we need to in the near term to support transformative acquisitions, but we aim to bring it right back down to those numbers you talked about in the medium to long term as we're acutely aware of the market's appetite for not having too much leverage.

[Paul Steep, Analyst]

Okay. And Matt, maybe just talking about how you're thinking about the mix of the business and thinking about that pipeline of potential transactions out there. Are you looking to shift the business maybe away from real estate or shift towards more of a government services type model? And is there maybe any geographic bent given that you're now surprising a little bit overweight maybe in employees in the U.K.?

[Matthew Proud, CEO & Director]

It's fairly opportunistic. What I mean by that is when I look at the pipeline and the opportunities that's the most accretive, that's how we're deciding where to kind of spend our time and capital.

[Paul Steep, Analyst]

And then maybe the last one for Avjit. How should we think, Avjit, about the FX exposure here? And I'm only asking that given that the head count number that you provided is fairly large. We actually net long or sort of net exposed in U.K. pounds versus CAD at this point? Thoughts on maybe hedging that out.

[Avjitpal Kamboj, Chief Financial Officer]

We do have net exposure today with GBP and Australian dollars. We do continue to evaluate our hedging strategies and what makes sense from a net investment perspective in each of the geographies we're in. So we do look at that and, where necessary, we put the appropriate hedging strategies in.

[Operator]

[Operator Instructions] Your next question comes from Stephanie Price from CIBC.

[Stephanie Doris Price]

I was hoping you could talk a little bit about your M&A synergy model going forward and whether you see the same mix of price and cost synergies going forward or do you expect changes to kind of that M&A synergy model.

[Matthew Proud, CEO & Director]

Look, I think our model is proven and it works, so we don't want to vary from it. There's lots of opportunities in our pipeline that enabled us to keep doing this. And as I say, it's not broke, don't fix it.

[Stephanie Doris Price]

Fair enough. You mentioned the normalizing housing market a few times as well. Can you talk a little bit about organic growth in the quarter and how you see it trending out in the current quarter and maybe your ability to adjust prices to offset any headwinds you've seen in various geographies?

[Matthew Proud, CEO & Director]

Yes. We measure more on a year-over-year basis in organic revenue growth. And it's very strong, I mean, extremely strong. That said, there's also a lot of acquisitions in there, which provided us the ability to kind of drive more efficiency out of what we acquired and as well as our existing business. But I think Avjit spoke to it earlier, I know we did. We have faced headwinds and this number of transactions in the market being less than they were in Q4, and we had to manage through that through to making our business more efficient. And that enabled us to have the results that we had. Look, we sell software products. A lot of our business is selling software products that real estate professionals, legal professionals, folks mostly rely on. In its transactional basis, less transactions in the market is less revenue. So we have to kind of be more efficient with the model, which we've done, which enabled us to keep that consecutive growth up.

[Stephanie Doris Price]

That makes sense. And then just finally for me, maybe this one's for Avjit. Can you talk a little bit how we should think of the flow-through from the integration synergies for the remainder of the year? Is due process integration pretty much complete here? And how should we kind of think about the integration of the various acquisitions at this point?

[Avjitpal Kamboj, Chief Financial Officer]

So back-end office perspective, due process integration is complete. But as we go through, there are more efficiencies to be realized from the acquisitions we have. As Matt talked about the CMA order, that's really hindered our ability to utilize selling synergies from the U.K. acquisitions. So as we work through the CMA, we will work on the U.K. acquisition synergies, and we expect those to come in meaningfully in Q3 and Q4.

[Operator]

There are no further questions at this time. Mr. Proud, you may proceed.

[Matthew Proud, CEO & Director]

Well, I just want to thank everyone for their time today. We really appreciate it, and I look forward to continuing the conversation next quarter.

[Operator]

Ladies and gentlemen, this concludes your conference call for today. We thank you very much for participating and ask that you please disconnect your lines.