Dye & Durham Ltd

TSX:DND

Earnings Call Transcript 2022-Q3

[Operator]

Good afternoon. My name is Pam, and I will be your conference operator today. At this time, I would like to welcome everyone to the Dye & Durham Third Quarter Fiscal 2022 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, Pam, and good afternoon, everyone. Welcome to the Dye & Durham 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-oriented financial information regarding Dye & Durham and its business and disclosure regarding possible events, conditions or results that are based on information currently available to 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 and information.

Please refer to the forward-looking statements and information and future-oriented financial information section of our public filings without limitation, our MD&A and our earnings press release issued today for additional information. Joining us on the call today are Matt Proud, Dye & Durham, Chief Executive Officer; and Avjitpal Kamboj, Dye & Durham, Chief Financial Officer. A question-and-answer session will follow the formal remarks for research analysts.

I will now turn the call over to Matt for his opening remarks.

[Matthew Proud, executive]

Thanks, Ross. We're pleased to be here with you today to review recent developments at Dye & Durham as well as our financial and operating results for the third quarter of fiscal '22 for the period ending March 31, 2022. We continue to execute our strategy to build a business of scale through acquisitions and investment in our existing platforms to drive enhancement and new capabilities that improve the efficiency and productivity for our customers.

Today, the business is dramatically larger than it was at the time of our IPO 24 months ago. In the last 12 months, we generated CAD 430 million of adjusted -- of revenue and CAD 241 million of adjusted EBITDA. We continue to deliver against adjusted EBITDA margins well above 50% with this strong growth.

We're creating a global leader in the B2B software and services space that services legal and business professionals. And we're expanding our market reach by entering adjacent ecosystems in the U.K. and Australia with the acquisitions we recently announced.

Our products are used for a wide array of underlying transactions across major Western English-speaking economies. We integrate workflow processes that legal and business professionals use every day. Sometimes multiple times a day into one convenient platform. We've built a highly reliable platform that generates digital infrastructure like cash flows. The annuity-like nature of our revenue, and 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 without any corresponding cost increase.

Why are we pursuing an acquisition-based strategy? It's the annuity-like nature of the revenue streams. Customers in our line of business are extremely sticky. Building a business organically is challenging. It's a slow process, and there's no certainty of success. We have a proven track record of acquiring assets, optimizing the value the assets generate for customers and retain those customers at the same time. Our acquisition strategy has broadened our product offering with complementary solutions that service adjacent markets, extend our position on the value chain and create opportunities to cross-sell with our existing customers, law firms and financial service providers.

The results speak for themselves. Adjusted EBITDA in the quarter of nearly CAD 67 million, revenue of nearly CAD 123 million, each of which are up 78% compared to the same period in 2021. We're delivering this strong performance despite challenges experienced in the real estate market, a market we serve.

Our conveyancing workflow software generates the vast majority of our revenue today. We earn a fee per transaction on a per transaction basis. Real estate volumes were down significantly on a year-over-year basis in fiscal in Q3 of this year. But we've managed to migrate this by establishing a new pricing model that reflects the value of our platform delivers to customers in terms of efficiency and productivity. The fee recharge is a relatively small portion of the total closing costs in the real estate transaction to ensure an efficient and secure housing transaction for what is likely the most important transaction in our customers' lives.

We've demonstrated through multiple market cycles that we're able to manage the business and retain share, and we continue to do that today as you've seen by today's results. In January this year, we introduced a new subscription model that allows our conveyancing workflow software customers to lock in at a fixed price for the year for 3 years in most cases, based on a minimum number of transactions. By moving to a subscription-based contract model, we're seeing good traction and pick up with our customers in the early days. Again, just launching this in January, after a very short period of time, we've signed up 21% of our targeted customers, including 42% of the top Ontario customers on our conveyancing workflow software products. We anticipate this number to grow significantly over the coming quarters.

We also continue to invest heavily in our offering. Since the acquisition of the TELUS Financial Solutions business in December, we enhanced our offering to lenders and lawyers by adding 2 new financial institutions, TD and [Sympli] by CIBC. These have been added to our platform to assist lawyers in the discharge of their mortgage. This is in addition to our relationship with BMO that already existed on the same product. Better connecting lenders and lawyers was a large part of the thesis behind the TELUS Financial Solutions acquisition, and this is us executing against that thesis.

Moving to Page 7 of the presentation that goes along with this quarter, we believe scale is important. And since the IPO, we've rapidly built a business that generates strong top line growth with an industry-leading margin profile as exhibited in this chart on the right. You can clearly see where we perform in the upper right-hand quadrant relative to a peer set, which is clustered towards the middle of the 4 quarters.

We received a number of questions recently on the announced acquisition of Link Administrative Holdings out of Australia. For some background context. In December, we entered into a definitive agreement to acquire Link Group for approximately CAD 3.2 billion. The acquisition of Link positions Dye & Durham with significant larger scale in Australia and the U.K. and moves to diversify our revenue mix. it provides a highly recurring revenue compared to the highly reoccurring nature of our revenue that we have today.

As an update on where we are in this transaction process, here's an update on where we are on this transaction process. This week, the Australian course approved the convening of the Link Group's shareholder meeting, the Scheme meeting to vote on the proposed acquisition of Link Group by Dye & Durham by way of a scheme of arrangement. The Link Group also dispatched to its shareholders this week explanatory booklet for the scheme meeting. The scheme meeting is currently scheduled to be held in mid-July with the closing of the transaction targeted for early to mid-August this year. Link's Board of Directors have unanimously recommended to Link shareholders they vote in favor of this transaction. The transaction requires a 75% approval from Link shareholders in order for it to proceed.

Subsequent to the closing, we've already begun the preliminary preparations for the sale of the BCM and Fund Solutions business, which are noncore to the acquisition as it relates to Dye & Durham. This was previously stated earlier in our last quarter in December.

The Link Group acquisition gives us significant financial and operational scale across core geographies in Canada, Australia and the U.K. Look, put simply, Link is a transformative acquisition for us as we continue to scale this business globally, and it further demonstrates and positions Dye & Durham as an unparalleled Canadian success story when it comes to technology. With that, I'm going to turn it over to Avjit.

[Avjit Kamboj, executive]

Thank you, Matt, and good evening, everyone. Thank you for joining us today. It was another record quarter for us. We reported revenue of CAD 122.9 million during the third quarter, an increase of 78% from revenues of CAD 68.9 million a year ago. We generated adjusted EBITDA of CAD 66.8 million up 78% from CAD 37.6 million a year ago. We continue to maintain our strong EBITDA margins coming in at 55% this quarter which is in line with our target range of 50% to 60%. Our significant top line growth has been fueled by both the acquisitions we completed in the last 12 months, along with the integration activities and our organic growth, which includes the realization of synergies from price adjustments Matt just discussed in his remarks.

Total operating costs, which include direct cost, technology and operations and G&A and sales and marketing costs were CAD 56.1 million for the quarter or 45.6% of revenue, compared to CAD 31.4 million for the third quarter of prior year. The increase in direct cost is directly tied to our revenues and will increase proportionately as our revenues increase. Increase in other operating costs is primarily due to costs acquired from the acquisitions completed during the period and our continued investment in human capital for scale including our significant investment in our technology operations. We expect our operating costs to continue to be within the 40% to 50% range.

Net finance costs for the quarter was CAD 18.3 million, an increase of 30% compared to CAD 26 million in the third quarter of prior year. The decrease in -- is primarily due to noncash fair value gain on change in fair value of convertible debentures of CAD 38 million for the quarter. Again, as a reminder, IFRS accounting rules require us to mark-to-market or fair value our convertible debentures each quarter, so we do expect this variability in our finance cost to continue. In addition, during the quarter, we made a partial repayment of the Ares credit facility we had drawn down in December, reducing our debt by CAD 615 million. As a result, we paid CAD 12 million of additional interest as prepayment premium and also recognized noncash loss of CAD 18 million due to write-down of unamortized portion of issuance costs. Acquisition, restructuring and other costs for the quarter were CAD 12.7 million compared to CAD 5.9 million in the third quarter of last year. Acquisition costs primarily related to the Link transaction and the professional fees paid related to the CMA matter.

Now on to Slide 12. We've built a resilient business. On this slide, you can see the consistent growth we have delivered on our adjusted EBITDA during the past quarters and the growth we have delivered in the last 12-month period. We've managed puts and takes during this period to deliver outstanding performance. As we all know, and as Matt discussed, one headwind, we continue to encounter in the real estate market. It has cooled off on a year-over-year basis and sequentially on a quarter-over-quarter basis. Again, we took very decisive action in short order and managed it through this environment. Despite lower real estate market transactions, our adjusted EBITDA growth stayed strong.

With that, I will now turn to the operator for Q&A. Operator?

[Operator]

[Operator Instructions] Your first question comes from Rob Young with Canaccord.

[Robert Young, analyst]

[Technical Difficulty] I don't see any reiteration of the guidance for 2023. I think you said CAD 350 million as a bottom line for 2023. Is that still relevant now.

[Matthew Proud, executive]

Yes. No change in the guidance.

[Robert Young, analyst]

Okay. And I think you also mentioned EBITDA margin target. That's no change either. I think you also said some way about operating costs at 40%, 50% operating cost target? Maybe if you could just repeat that.

[Avjit Kamboj, executive]

Yes. So our -- it's Avjit, Rob. No change in our EBITDA margin targets, Rob. The flip side of which is 40% to 50% operating costs. There's no change from what we've previously guided.

[Robert Young, analyst]

Okay. Great. And then, I mean, there have been a number of changes in pricing. You mentioned new pricing model. Just talk us through a little bit of what you've seen on customer churn or any -- yes customer churn, if you could just give us some context around that.

[Matthew Proud, executive]

Yes. I mean it's been mid-single digits, generally smaller customers. We've seen virtually no churn -- extreme minimal churn among our largest customers. But from that context, like we're talking as low as 4% in British Columbia and kind of 5%, 6% Ontario.

[Robert Young, analyst]

Okay. And the challenge in real estate market conditions you're talking about, I think most of your comments were talking about the fiscal Q3, but I was wondering if you could give us a sense of where you see things going in the fiscal Q4.

[Avjit Kamboj, executive]

I think, to be honest, Rob, your guess is good as mine. I mean the reality is we are seeing real estate market volumes drop in April, but then they have picked up significantly in May. Historically, May and June are very strong months. So we still remain confident that these 2 months will deliver strong performance. But again, there's macro factors that we don't control, and we continue to monitor the market.

[Robert Young, analyst]

Okay. And then last question for me. Just getting a few questions about a note in the explanatory booklet that Link put out around a material adverse change you highlighted around one contract up for renewal. And I was hoping you can give us just a little bit of context of what that is all about. Then I'll pass the line.

[Matthew Proud, executive]

Yes, Rob, it's Matt here. I mean, look, Link has 1 or 2 larger customers. The contract is up for renewal as per what the public disclosure says, and obviously, if that customer is not to be renewed, which we don't know it to be the case, that would create a risk. So I think that's what disclosure is about. Nothing more than that. But that risk exists with at every contract, if it is not renewed, you'd have a risk. So I wouldn't read too much into that.

[Robert Young, analyst]

Okay. So there's not -- you don't expect that you'll get an indication whether that's sort of renewal or not before the deal closes, just in case...

[Matthew Proud, executive]

I don't know answer to that question.

[Operator]

Your next question comes from Thanos Moschopoulos with BMO.

[Thanos Moschopoulos, analyst]

It seems like there was CAD 80 million of M&A in the quarter that wasn't previously disclosed. Is there any color you can provide in terms of geography or type of asset or what was acquired?

[Matthew Proud, executive]

No. So there was a confidential acquisition that was made. There's nothing additional we can add to that.

[Thanos Moschopoulos, analyst]

[At least] in the geography?

[Matthew Proud, executive]

Yes. And it was not a material acquisition for us. The total amount you're seeing in the column is multiple geographies.

[Thanos Moschopoulos, analyst]

Multiple geographies, but one acquisition or is it multiple acquisitions?

[Matthew Proud, executive]

Multiple acquisitions.

[Thanos Moschopoulos, analyst]

Multiple acquisitions. So just to clarify, so the CAD 350 million target -- because I mean, basically, you've done additional acquisitions, you're maintaining the target. So is the implication that the targets would have had to be reduced, if not for the acquisitions? Or was your position that the targets given previously have contemplated future acquisitions that since completed.

[Matthew Proud, executive]

It's minimal, minimal attribution. It doesn't change anything materially to be honest, from our business.

[Thanos Moschopoulos, analyst]

Okay. Maybe going back to the June quarter outlook, I mean understanding that there's moving parts as far as the transaction volumes. But might it be safe to conclude that we should see a directional uptick in EBITDA versus the March quarter? Or is that really going to depend on transaction volume shake out?

[Matthew Proud, executive]

So directionally, you're absolutely right, we should see an uptick in the June quarter compared to the March quarter.

[Thanos Moschopoulos, analyst]

Okay. And then I understand that there was a price increase announced for Assist effective in July. Can you just clarify whether that's the case, what proportion of the business that might influence? Just any color on that would be helpful.

[Matthew Proud, executive]

Sorry, I missed the question again. Thanos, can you repeat for me?

[Thanos Moschopoulos, analyst]

Yes, sorry. Just my understanding is there was a price increase that was announced for your Assist business effective in July. So just wondering if you could provide any color in terms of confirming what proportion of the TELUS business that influences any sense of magnitude or potential impact? Any color on that would be helpful.

[Matthew Proud, executive]

Yes. It's related to the Quebec portion of the business, and it's -- I wouldn't call it a price increase. We're bundling a lot of products together to create more value. That said, it will result more revenue for us. But it's Quebec only. And that product, we did not change the price as we did recently in January, the rest of the country.

[Operator]

[Operator Instructions] Your next question comes from Stephen Boland with Raymond James.

[Stephen Boland, analyst]

Maybe the first question going back to the booklet. Part of the Australian regulator in there says they're going to -- may interview 2 of your large shareholders. Do you know if that is for certain, when does that occur? And what's the scope of that meeting?

[Matthew Proud, executive]

I'm not sure the question -- quite, quite frankly. I do not believe the Australian regulators are interviewing our customers. But...

[Stephen Boland, analyst]

No, you're shareholders -- sorry, your shareholders.

[Matthew Proud, executive]

That's right, shareholders.

[Stephen Boland, analyst]

It just that any shareholder greater than 10%, basically the advice the regulators referred to, that they can have a meeting with them. I was just wondering what the scope of that would be. You can get back to me.

[Matthew Proud, executive]

I can get back to you. I'll get back on that.

[Stephen Boland, analyst]

Okay. And I just want to confirm, certainly, with the stock price where it is -- Ares taking stock at a much higher price.

[Matthew Proud, executive]

Steve, I think you're referring to -- you said Australia, I think you're referring to the British regulators and some of the European regulators around the Fund Solutions business, which is one of the assets we want to divest of. That is a highly regulated business, and they may talk to shareholders as it goes through the process. But -- so you caught me off guard when you said Australian regulator. So just to be -- because there's multiple regulators in this transaction, there's multiple Australian and multiple different regulators in different jurisdictions. In this case, it's more European and British regulators we are referring to -- so you caught me off guard with the question.

[Stephen Boland, analyst]

Sorry, yes, it's not clear in that document, I'm sorry that is British, it's going to the U.K. I mean.

Okay. Just -- there's no -- with the stock price where it is, with Ares getting stock at a much higher price part of the deal. I mean has there been a discussion about repricing? It's a question we get a lot, now. So I have to ask it.

[Matthew Proud, executive]

Yes. No, Steve, to be absolute, we have certainty of funds with our lenders. And so the deal we have is a deal we did, and they are -- they have contracted to give us funds on the terms we agreed to.

[Stephen Boland, analyst]

Okay. And then just my last question. And again, I don't know if you can answer this, but the press has picked up the meetings with regulators over there may not be going great. Are they concerned about competition, things of that sort can you provide an update on how your meetings with the regulators have been going over there?

[Matthew Proud, executive]

I obviously can't give you that kind of color and context. Look, we there's multiple regulators involved in this transaction. We just talked about a whole handful in Europe. There's different ones in Australia as well. I can't comment on press speculation. It kind of is what it is, they are going to say what they said. I think the public disclosure is the best place to look for answers to these questions.

[Stephen Boland, analyst]

Okay. But in your mind, I'm not asking to comment specifically on the press, certainly, your meetings with the regulators haven't opened up any kind of big issues that you're aware.

[Matthew Proud, executive]

I think the best way to refer to it is I don't want to comment on what regulators think, but I mean Link put out a public [indiscernible] no material change, so that should give us some comfort around some of this stuff.

[Stephen Boland, analyst]

Okay. That's great. And maybe just -- sorry, last one I know I'm hogging the park here. Just talk a little bit more about the integration with TELUS, how that's going, where you're at, all that kind of operational stuff.

[Matthew Proud, executive]

Well, look, I think on the performance side, we -- a lot of -- like the thesis had to do with connecting lenders and lawyers across Canada as we create end-to-end transaction management workflow system, by adding 2 more banks in the quarter, 2 noteworthy banks that for mortgage discharge, that part of thesis is playing out and where -- do what we say we're going to do. As it comes to integration, look, it's ongoing. This is what we do day in, day out, our strategy is to acquire businesses and we're in good shape in case it -- tracks to plan.

[Operator]

There are no further questions at this time. Please proceed.

[Matthew Proud, executive]

Thanks, operator. Thank you, everyone, for joining us today. We look forward to updating you on our Q4 results. Good night.

[Operator]

Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines. Have a great day.