Descartes Systems Group Inc

TSX:DSG

Earnings Call Analysis

Record Revenue and Strategic Acquisitions Fuel Strong Growth

The company reported record second-quarter results with a 14% year-over-year increase in total revenue, reaching $163.4 million. Net income rose by 23%, and adjusted EBITDA grew by 17%, hitting $70.6 million, illustrating an adjusted EBITDA margin of 43%. Strong cash flow generation was slightly impacted by a $25 million earn-out payment. The company remains well-capitalized with over $250 million in cash and an undrawn $350 million line of credit. Emphasizing total growth, the company completed three acquisitions, contributing significantly to their robust performance. Guidance indicates 10%-15% annual growth through a mix of organic expansion and acquisitions.

Introduction

In the latest earnings call, Descartes Systems Group reported robust growth in revenues, profits, and cash flow from operations. The company highlighted its successful acquisitions and the implementation of new AI technology in its GroundCloud business.

Revenue and Profit Growth

Descartes recorded a significant increase in financial performance. Quarterly revenue reached $163.4 million, a 14% rise from the same quarter last year, driven by both organic growth and acquisitions. Net income rose 23% to $34.7 million, indicating strong profitability.

Adjusted EBITDA and Margins

Adjusted EBITDA increased by 17% to $70.6 million, reflecting a healthy business expansion. The adjusted EBITDA margin improved to 43.2% from 42.3% in the previous year. However, the margin was slightly impacted by one-off low-margin hardware sales in the GroundCloud business.

Cash Flow and Balance Sheet

Cash flow from operations stood at $34.7 million but would have been $59.7 million if not for a $25 million impact from earn-out payments on past acquisitions. Descartes maintained a strong balance sheet with over $250 million in cash and no debt, along with a $350 million undrawn line of credit.

Growth Strategy and Acquisitions

The company continues to pursue a dual growth strategy of organic expansion and acquisitions. Recent acquisitions like OCR, Thyme ASD, and BoxTop have contributed positively, enhancing Descartes' capabilities in compliance, security filings, and shipment management.

Forward-looking Guidance

Looking ahead, Descartes expects to sustain its growth momentum, projecting a 10-15% annual increase in adjusted EBITDA. For Q3, the company calibrated baseline revenues at approximately $141 million and adjusted EBITDA around $53.5 million. Additionally, capital expenditures for the second half of the fiscal year are estimated at $2-3 million.

Conclusion

Descartes Systems Group delivered a solid quarter, marked by strong financial results and strategic acquisitions. The company is well-positioned to continue its growth trajectory, supported by a robust balance sheet and efficient operations.

Earnings Call Transcript 2025-Q2

[Operator]

Ladies and gentlemen, welcome to The Descartes Systems Group quarterly results call. [Operator Instructions] This call is being recorded on Wednesday, September 4, 2024.

I would now like to turn the call over to Scott Pagan. Please go ahead.

[J. Pagan, executive]

Thanks, and good afternoon, everyone. Joining me on the call today are Ed Ryan, CEO; and Allan Brett, CFO. And I trust that everyone has received a copy of our financial results press release that was issued earlier today.

Portions of today's call, other than historical performance, include statements of forward-looking information within the meaning of applicable securities laws. These statements are made under the safe harbor provisions of those laws. These forward-looking statements include statements related to our assessment of the current and future impact of geopolitical, trade and economic uncertainty on our business and financial conditions, Descartes' operating performance, financial results and condition, Descartes' gross margins and any growth in those gross margins, cash flow and use of cash, business outlook, baseline revenues, baseline operating expenses and baseline calibration, anticipated and potential revenue losses and gains, anticipated recognition and expensing of specific revenues and expenses, potential acquisitions and acquisition strategy, cost reduction and integration initiatives, and other matters that may constitute forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Descartes to differ materially from the anticipated results, performance or achievements implied by such forward-looking statements. These factors are outlined in the press release and in the section entitled Certain Factors That May Affect Future Results in documents filed and furnished with the Securities and Exchange Commission, the Ontario Securities Commission and other securities commissions across Canada, including our management's discussion and analysis filed today.

We provide forward-looking statements solely for the purpose of providing information about management's current expectations and plans relating to the future. You're cautioned that such information may not be appropriate for other purposes. We don't undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in our expectations or any change in events, conditions, assumptions or circumstances on which any such statement is based, except as required by law.

And with that, let me turn the call over to Ed.

[Edward Ryan, executive]

Thanks, Scott, and welcome, everyone, to the call. Today, we're reporting record second quarter results, continued strong revenue and adjusted EBITDA growth, and a new business that has joined the Descartes team. We're excited to go over these results with you and give you some perspective about the business environment we see right now.

First, let me give you a road map for this call. I'll start by hitting some highlights of the last quarter and some aspects of how our business performed. I'll then hand it over to Allan who will go over the Q2 financial results in more detail. After that, I'll come back and provide an update on how we see the current business environment and how our business is calibrated as we entered our third fiscal quarter. And we'll then open it up to the operator to coordinate the Q&A portion of the call.

So let's start with the quarter that ended July 31. Key metrics we monitor include revenues, profits, cash flow from operations, operating margins and returns on our investments. For this past quarter, we again had very good performance in each of those areas.

Total revenues were up 14% from a year ago with services up 12% from a year ago. Net income was up 23% from a year ago with adjusted EBITDA up 17% from 1 year ago. Our headline targets are 10% to 15% adjusted EBITDA growth per year. So it's great to see this overperformance.

Adjusted EBITDA margin was up 1 percentage point from a year ago to 43% and we had a unique item that prevented it from being even higher. Our GroundCloud business entered an accelerated hardware replacement cycle with our customers in Q2 to get AI-enabled cameras to them. This resulted in more low-margin hardware sales to customers in the quarter than we were expecting, changing the revenue mix and impacting the margin. The core business and margin is otherwise performing as we'd expect, and Allan can speak to this in more detail later in the call.

We also generated $34.7 million in cash from operations in Q2. That amount was impacted by the accounting treatment for $25 million of the $34.2 million of earn-out payments we made in the quarter. Without that $25 million hitting cash flow from operations, we'd have generated $59.7 million or 85% of adjusted EBITDA, in line with how we would expect the business to perform.

At the end of the quarter, we had over $250 million in cash and we were debt-free with an undrawn $350 million line of credit. This is after we used about $13 million to acquire BoxTop Technologies and paid $34.2 million in earn-outs on previously completed acquisitions.

We remain well capitalized, cash generating, growing and ready to continue to invest in our business.

Our growth strategy remains one of total growth. We've designed our business to be a profitable business that generates cash that can otherwise be reinvested back to improve the business for our customers and stakeholders. We consider where to invest based in part on the returns we can generate on our invested capital. We intend to grow our business 10% to 15% a year through a combination of organic and acquisition activities.

When our business generates 14% revenue growth and 17% adjusted EBITDA growth over a year, we believe our business is performing well. The organic growth in our total revenues in the quarter is about 9%, so we're pleased to have contribution from acquisitions and the organic business.

In addition to the BoxTop acquisition we announced in June, we also completed 2 acquisitions in Q1, and I just wanted to comment a bit about each of their contributions since joining.

We combined with OCR in March of this year. OCR are experts in sanctioned party screening and export compliance. These are both areas that complement our existing global trade intelligence offering. But OCR makes us even stronger by adding AI capabilities to our toolkit for our screening solutions and advanced export compliance technology that can serve some of the biggest companies in the world. And this is an area of increasing complexity for our customers where they need technology partners who are actively investing in helping them meet their compliance obligations.

Let me just offer a couple of recent examples to demonstrate the challenges our customers face.

First, historically, sanctioned party list had included the names of individuals and organizations that have been sanctioned by one or more government organizations. However, recently, that has shifted in two ways. First, governments have realized that some individuals and organizations are quick to change their legal names to sidestep sanctions. That has been met by some governments now requiring screening by a particular physical address rather than legal name, recognizing it may be more difficult to change physical locations. This new screening mechanism is something that Descartes OCR is ahead of the market on, so our customers are ready to meet this obligation.

Second, historically, the sanctioned lists were published by governments. But recently, U.S. authorities have also included lists published by nongovernmental organizations in the scope of what our customers are expected to screen, something that Descartes OCR is also ahead of the market on. Add this new sanction approach to a number of new sanctioned parties that are being added because of ongoing conflicts in the Middle East and Russia/Ukraine or organizations using forced labor in their operations, and we've got a rapidly changing complex landscape for our customers to comply with.

OCR has been a good contributor since joining and is tracking ahead of our plans. We're pleased with the commonality of purpose we have and are thrilled to provide a home for their team here at Descartes. It has also expanded our international footprint with operations in India and a blue-chip multinational customer base. Welcome again to the whole team from OCR and thanks to everyone on making our combination a success for our customers.

Our second acquisition in Q1 was Thyme ASD. Thyme ASD has two parts of their business. First, they do European customs and security filing solutions with particular strength in Ireland; second, they do asset tracking for airlines. Since the acquisition, we really hit the ground running. We've already worked with some of existing Thyme ASD customers to expand what we can do for them. Together, we've gone to our customers to help them meet the new ICS2 security standards, and we've rapidly got our organizations together to ensure we're getting our customers the best of our combined solutions. The initial contribution is ahead of plan and trending positively, a further welcome to the whole Thyme ASD team.

We're a business focused on growth. Having new acquisitions to deliver great value to customers and be ahead of plan is a testament to all the work of our combined teams.

Our corporate development team also does a great job of finding businesses that we know our customers will be excited about and fit them into our culture. In Q2, they were able to identify another great one. In June, we combined with BoxTop Technologies for about $13 million. BoxTop was an existing Descartes partner and a logical combination. BoxTop has shipment management solutions for small and midsized logistics service providers, the same customer base that makes up a large percentage of our customers for our broker/forwarder solutions. Our integration started immediately with immediate focus on Descartes, Thyme, BoxTop solutions working for the European SMB forwarder community. Though it was only a part of Descartes for part of Q2, its initial contributions were ahead of plan, and we've got a good running start in Q3. Welcome to the entire BoxTop team.

Collectively, we've had good acquisition contributions and success in identifying businesses that are a good fit for our business and customers. With our capital position, we intend to continue to explore the acquisition market. Global logistics and supply chain market conditions have been difficult for our customers and that it's also brought challenges to smaller or early-stage logistics technology businesses. There are lots of potential acquisition targets for us but even more work to intelligently evaluate those opportunities. We're confident in our team and we'll continue to dig in to effectively and efficiently deploy our capital.

As I referenced the challenging logistics and supply chain market conditions, I just wanted to hit on some things that we're seeing.

First, U.S. truck volumes continue to be lower than normal and well below pandemic levels. With the increased volume during the pandemic, you saw an increase in capacity. And with volumes coming down, we're seeing that capacity exit the market, with many small providers leaving and some large providers like Yellow and U.S. Logistics forced to exit. We've countered lower volumes by improving our tracking efficiency, where we're now able to track north of 87% of the loads that our customers are involved with. We believe this tracking efficiency to be best-in-class, and we continue to monitor these volume trends.

Market parcel volumes have seen some growth, but UPS and USPS are seeing pressure on revenues per parcel. This revenue pressure has most parcel carriers looking at pricing, service offerings and potential cost reductions. So in a market influx where it's even harder for shippers to keep track at the best prices and services, our shipment management solutions will continue to be important in this market as a result.

Third, U.S. ocean import volumes were very high in July, the third highest tracked and a 26-month high. There wasn't a big increase in port wait times with this increased volume. Ocean imports from China were at a record high. Higher ocean volumes have sometimes contributed to higher follow-on truck volumes, so we'll monitor that as well. We're also keeping an eye on potential labor disruption in the South Atlantic, Gulf Coast ports and the continued recovery of port capacity at the Port of Baltimore.

Fourth, labor challenges are a theme right now. As I mentioned, there still isn't a labor agreement with various ocean port workers. There was a recent disruption in rail with labor negotiations and several air carriers are dealing with pilot negotiations. Each of these items can impact the flow of goods for our customers.

I spoke about the challenging sanctioned compliance environment for our customers, but shipping has also been complicated with a volatile tariff environment. There's been active imposition of new tariffs recently, in particular, on AI-enabled chip technology and electric vehicle components. There's also uncertainty on how the tariff environment will be impacted by the U.S. election cycle. It's an active time for our customers, and we're seeing more inquiries than normal from our customers for help here.

Generally, the high inflationary, high interest rate environment has been tough on our customers, but with some countries providing rate relief, with inflation being controlled, we're monitoring the impact on volumes.

We've designed our business to be able to succeed in challenging business conditions. We focus on total growth and try to diversify our business. We grow organically and by way of acquisition. We're diversified across all modes of transportation. We provide business value across 7 solution pillars. We have over 26,000 customers with low customer concentration. We serve all parties: supply chain and logistics transactions, carriers, logistics service providers, ports, governments, and shippers. We serve customers on a global basis with a global workforce. We believe that all of these levers to our business provide us with many opportunities to help manage our business through prosperous and challenging times.

Descartes is a business that our customers rely on, that our team can be proud of and that our stakeholders have relied on to consistently deliver. Descartes has done that again this quarter.

So let me just summarize as I hand it over to Allan to give the full financial details of the quarter and the year.

We had record financial results, the business performed well, and we believe that's a good reflection of the value that our customers continue to get from our solutions, the quality and contribution of acquisitions we've added to our business, and the hard work that our team continues to put in for our customers.

We ended the quarter with more than $250 million in cash, $350 million in available credit, and a market opportunity where we can continue to grow the business for our customers both organically and through acquisition. We remain focused on profitable growth so that we continue to ensure that our customers have a secure, stable and growing technology partner that can help them with their challenges well into the future.

And thanks to all Descartes team members for everything they've done to contribute to a great quarter and business.

And with that, I'll turn the call over to Allan to go through our Q2 financial results in more detail. Allan?

[Allan Brett, executive]

Thanks, Ed. As indicated, I'm going to take you through our financial highlights for our second quarter, which ended July 31.

We are pleased to report record quarterly revenue of $163.4 million this quarter, an increase of 14%, from revenue of $143.4 million in Q2 last year. While revenue from new acquisitions, including the recently acquired OCR, ASD and BoxTop businesses, contributed nicely to this growth, similar to the past number of quarters, growth in [ revenue from new and existing customers ] and from our existing solutions were the main drivers in growth this quarter when compared to last year. Our best guess is that growth in sales to new and existing customers or organic revenue growth came in at about 9% in the second quarter.

Looking further at our numbers, our revenue mix in the quarter continued to be solid, with services revenue increasing 12% to $146.2 million or 89% of total revenue compared to $130.7 million or 91% of total revenue in the same period last year. Services revenue was also up nice sequentially, increasing just over 6% from the first quarter of this year as we continue to help our customers expand with new services. License revenue came in at $1.4 million or 1% of revenue in the quarter, consistent with the second quarter of last year. And professional services and other revenue came in at $15.8 million or 10% of revenue, up from $11.3 million or 8% of revenue in Q2 last year.

For us, other revenue includes hardware revenue. And while it's generally quite small each quarter, we had an unusual increase in hardware revenue in our GroundCloud business this quarter. During the second quarter, as Ed mentioned, our GroundCloud business entered an accelerated hardware replacement cycle to implement new AI-enabled camera technology, and this resulted in approximately $2.5 million of additional low-margin hardware sales being recorded late in the second quarter.

Gross margin for the second quarter came in at 75% of revenue, down slightly from gross margin of 76% and of revenue that we realized in the second quarter of last year. And this is mainly a result of the unusual lower-margin hardware sales in the GroundCloud business that I just mentioned.

Looking at our cost base, operating expenses increased by just under 11% in the second quarter over the same period last year. And this was primarily related to the impact of recent acquisitions, including the OCR acquisition completed earlier in the first quarter of this year. Excluding the impact of these recent acquisitions, we had minor increases in labor-related expenses, including stock-based compensation, as we continue to carefully invest in our people and our business. We also experienced an unusual bad debt of approximately $500,000 this quarter as one of our logistics service provider customers, U.S. Logistics, declared bankruptcy during the second quarter.

So as a result of both revenue growth, offset slightly by the operating cost increases just mentioned, we continue to see strong adjusted EBITDA growth of 17% to a record $70.6 million in the second quarter, up from in the second quarter last year. As a percentage of revenue, adjusted EBITDA came in at 43.2% of revenue, up from 42.3% of revenue in Q2 last year. And while this ratio is up from the first quarter, we've also integrated and improved operating ratios from several recent acquisitions. We should note that our adjusted EBITDA ratio was actually down slightly from the 44.3% ratio that we recorded in Q1 this year. This slight drop in the second quarter in EBITDA margin can almost entirely be attributed to the unusual $2.5 million of low-margin hardware sales realized in the quarter as well as the onetime increase in bad debts that were both mentioned earlier.

As a result of the above, net income under U.S. GAAP came in at $34.7 million or $0.40 per diluted common share in the second quarter, an increase of 23% from net income of $28.1 million or $0.32 per diluted common share in the second quarter last year.

Looking at our operating results for the first half of the year, revenue came in at $314.8 million, an increase of 12.4% from revenue of $280.0 million in the first 6 months last year. Adjusted EBITDA for that period came in at $137.6 million or 43.7% of revenue, up 16.3% from $118.3 million or 42.3% of revenue last year. Net income for the first half of this year increased by almost 21%, coming in at $69.3 million or $0.80 per diluted common share compared to $57.5 million or $0.66 per diluted common share in the first half of last year. With these solid operating results and strong AR collections, we continue once again, to have strong cash flow from operations, recording an additional $34.7 million in operating cash flow in the second quarter.

However, as we mentioned earlier, and I have mentioned several times in the last few quarters, during the second quarter, we've also had to make some larger payments on earn-out arrangements related to some recent acquisitions, and the current accounting rules require that we record any portion of those contingent consideration payments that is above our initial estimates made at the time of the acquisition through our cash flow from operations instead of showing them as an investing activity. Simply put, because these acquisitions have gone better than our original estimates, we were required to record $25.0 million out of the total earn-out payments of $34.2 million made in the quarter as a reduction to our cash flow from operations. Excluding this unusual accounting treatment of these higher earn-out payments, our cash flow from operations would have been $59.7 million or 85% of our adjusted EBITDA in the second quarter, right in the range where we would have expected.

For the 6 months year-to-date, again, excluding the impact of these unusual earn-out payments, operating cash flow would have been $123.4 million or 90% of our adjusted EBITDA, up 22% from $100.9 million in the first half of last year. And we should mention, as always, going forward, subject to unusual events and quarterly fluctuations, we expect to continue to see strong cash flow conversion and generally expect cash flow from operations to be between 80% and 90% of our adjusted EBITDA in the quarters ahead.

Overall, we are once again pleased with our quarterly operating results as strong organic growth and solid performance from our recent acquisitions resulted in a 14% growth in revenue and a 17% increase in adjusted EBITDA for the second quarter.

If we turn our attention to the balance sheet, our cash balance increased by approximately $14 million from the end of the first quarter in April. While we generated strong cash flow from operations, we also used $34.2 million of our existing cash balances to complete contingent consideration payments on 2 past acquisitions while also using $13.7 million to complete the BoxTop acquisition that we announced earlier in the second quarter.

As a result, as Ed mentioned, we currently have $253 million (sic) [ $250 million ] of cash available as well as a $350 million line of credit available to us to deploy towards future acquisitions. So we continue to be well capitalized to allow us to consider all opportunities in our market, consistent with our business plan.

As we look to the second half of our fiscal 2025, we should note the following. After incurring approximately $3.4 million in capital additions in the first half of the year, we expect to incur approximately $2 million to $3 million in additional capital expenditures for the balance of this year.

As mentioned earlier, we recorded approximately $2.5 million of incremental low-margin hardware sales in the second quarter as part of the AI camera replacement project in our GroundCloud business. We currently expect to record a similar amount of around $2.5 million of additional lower-margin hardware sales in Q3 of this year as we complete the majority of this hardware replacement cycle this quarter.

After paying $34.2 million in earn-out payments on past acquisitions in the second quarter, we currently expect that we will not make any more additional earn-out payments in the second half of this year while we currently anticipate to make a cash earn-out payments of approximately $1.5 million in FY '26.

As we communicated last quarter, we purchased 95% of the shares of ASD in the first quarter of this year. And as part of the deal structure, we have the option to purchase the remaining 5% of this business by the end of this fiscal year. We expect to spend $3.6 million to complete the acquisition of this remaining 5% of the ASD business in the fourth quarter of this year.

After incurring amortization costs of $32.4 million in the first half of the year, we expect amortization expense will be approximately $33.1 million for the second half of the year, with this figure being subject to adjustment from foreign exchange changes and future acquisitions.

Our income tax rate for the second quarter came in at approximately 28% of pretax income, which is slightly higher than our estimated blended statutory tax rate of 26.5%. Looking into the second half of this year, we currently expect that our tax rate will continue to be in the range of 25% to 30% of our pretax income or somewhere on either side of our blended statutory tax rate. However, as always, we should state that our tax rate may vary and fluctuate from quarter to quarter from onetime tax items that may arise as we operate internationally across multiple countries.

And finally, after incurring stock-based compensation expense of $10.1 million in the first half of the year, we currently expect stock compensation will be approximately $10.9 million for the balance of this year, subject to any forfeiture of stock options or share units.

And with that, I'll now turn it back over to Ed to wrap up with some closing comments and our baseline calibration for Q3.

[Edward Ryan, executive]

Great. Thanks, Allan. We've done 3 acquisitions so far this year that we believe will contribute more to our calibration as we become more experienced in operating them together. We're mindful of some weakness in U.S. domestic truck, that I mentioned earlier, but also mindful of some recent signals of potential recovery of volumes. We keep these things in mind as we set our calibration for the quarter.

Our business is designed to be predictable and consistent. We believe that stability and reliability are valuable to our customers, employees and our broader stakeholders. To deliver this consistency, we continue to operate from the following principles. Our long-term plan is for our business to grow adjusted EBITDA 10% to 15% annually. We grow through a combination of organic growth and acquisitions.

We take a neutral-party approach to building and operating solutions on our global logistics network. We don't favor any particular party. We run our business for all supply chain participants connecting shippers, carriers, logistics service providers and customs authorities.

When we overperform, we try to reinvest that overperformance back into our business. We focus on recurring revenues and establishing relationships with customers for life, and we thrive on operating a predictable business that allows us forward visibility to our revenues and investment paybacks.

In our quarterly report, we've provided a comprehensive description of baseline revenues, baseline calibration and their limitations. As of August 1, 2024, using foreign exchange rates of $0.72 to CAD 1, $1.08 to EUR 1 and $1.28 to GBP 1, we estimate that our baseline revenues for the third quarter of fiscal 2025 are approximately $141 million, and our baseline operating expenses are approximately $87.5 million. We consider this to be our baseline adjusted EBITDA calibration of approximately $53.5 million for the third quarter of fiscal '25 or approximately 38% of our baseline revenues as at August 1, 2024.

We continue to expect that we'll operate in an adjusted EBITDA operating margin range of 40% to 45%. Our margin can vary in that range given such things as revenue mix, like we saw with hardware this quarter; foreign exchange movements; and the impact of acquisitions as we integrate them into our business, like we previously saw with GroundCloud. We expect the GroundCloud hardware replacement cycle will continue in Q3, so that revenue mix may impact margins slightly again this quarter.

We've got lots of exciting things planned for our business. It remains a challenging economic supply chain and compliance environment for our customers, but we believe our proven track record of execution, solid capital structure and customer focus will help us to serve them well.

Thanks to everyone for joining us on the call today. As always, we're available to talk to you about our business in whatever manner that's most convenient for you.

And with that, operator, I'll turn it back to you for questions.

[Operator]

[Operator Instructions] Your first question comes from Dylan Becker of William Blair.

[Faith Brunner, analyst]

This is Faith on for Dylan. Can you just remind us, as you're talking about some of the different macro puts and takes, your transactional exposure? You guys continue to operate well despite some of the headwinds that you called out. So maybe could you just help us think about the banded range of outcomes that are possible as volumes, either pickup or decline, more substantially?

[Edward Ryan, executive]

Sure. As a portion of overall revenue, our transactional revenue is in the low 30s, 31% roughly. And they are fairly consistent performers. There are obviously variations when volumes go up and down. But compared to most transactional businesses, I think, and certainly given the underlying minimums that we have in our business, in a normal time, including minor ups and downs in the ocean, air, truck and rail markets, those numbers are fairly consistent, I'd say, compared to most transactional business.

[Faith Brunner, analyst]

Okay. Great. And then just one more quick one. You guys called out you have 3 acquisitions to date. You talked earlier about having that 3 to 6 target every year. Any color on the outlook for the second half of what you guys may be looking at or the broader M&A landscape?

[Edward Ryan, executive]

Yes. We see a pretty good environment for acquisitions. I think over the last year, people's expectations for what they should sell their companies for have come down into what we would consider a reasonable level in a lot of cases. And you can see us get more acquisitions done this year, and I expect that to continue for the foreseeable future.

[Faith Brunner, analyst]

All right. Awesome. Congrats again on the quarter.

[Edward Ryan, executive]

Thank you, Faith.

[Operator]

Your next question comes from Paul Treiber of RBC Capital Markets.

[Paul Treiber, analyst]

Just a couple of clarification questions. First, just on the organic growth, the 9%, is that referring to services only? Or does it also take into account the onetime hardware revenue in the quarter?

[Allan Brett, executive]

Yes, Paul, your line is a little crackly, but the 9% is the estimated organic growth in the total business.

[Paul Treiber, analyst]

Okay. And then secondly, for baseline for Q3, does that include the $2.5 million that you expect in low-margin hardware? Or is it excluded and that'd be addition to the baseline?

[Allan Brett, executive]

It's a great question. It includes some element of that hardware. We do have some orders already for some that we know will be delivered in Q3. We're estimating that the total amount will be $2.5 million, but we don't have all those orders yet. So it is included for what we know about at this point in time or what we knew about for August.

[Paul Treiber, analyst]

Okay. And then just lastly for me, just on the ASD acquisition, the remaining 5%, the cost of it, I think you mentioned it's $3.5 million. It seems like there's quite a premium there. Can you just walk through the structure of that acquisition and some of the moving parts there?

[Allan Brett, executive]

Yes. So essentially, what happened, from a deal structure perspective, we bought 95% of that business in the first quarter. For reasons that were personal to the sellers, they wanted some piece of it deferred. We are committed and fully expect to purchase the remaining 5% before the end of our fiscal '25. There is no additional premium. The number I gave you should line up as being the 5% element that's remaining in that business.

[Operator]

Your next question comes from Stephanie Price of CIBC.

[Stephanie Price, analyst]

Just on the hardware piece with GroundCloud, just wondering if you can give a bit more detail there and how confident you are that the refresh should be mostly complete in fiscal Q3. I think you mentioned that, Allan.

[Edward Ryan, executive]

Yes. I mean what happened here is we started providing AI cameras and we offered a deal up for our customers where if they signed up for a 2-year deal that we included a new AI camera in it. We did that mostly to protect our existing customer base. And the good news in that was we had a lot more customers than just our existing customer base take advantage of it and sign new contracts with us. So we were pleasantly surprised with the reaction to that in the market. And we're estimating that it will be largely over this coming quarter, but I'm not positive of that. Great news if it continued and we kept signing up more customers. But best we can tell right now, we should be done with most of that in the existing quarter. And what we've done here has been pleasantly surprising to us.

[Stephanie Price, analyst]

Great. And then just on M&A, you mentioned that smaller businesses are being challenged by the freight environment. Just curious what you're seeing on the larger deal side as well.

[Edward Ryan, executive]

I think they get challenges, too. I think that the small- and medium-sized businesses, and really, when I made that comment, I was talking about our customers more, but it's the same for the acquisitions. There was a time, about 1 year or 2 ago, when they had elevated expectations of their work that maybe weren't realistic over time.

Same thing I'm seeing in the larger businesses, and we take a look at all of those larger businesses as well when they come up for sale. But there's some dynamics going on where we're not as happy sometimes with those, where they're a combination by a private equity firm of a bunch of businesses that we already looked at. We didn't bid on it the first time, so we thought they may have overpaid for them in the first place. And now we're being asked to pay more for them going forward, and that's often frustrating to us. And frankly, we don't always agree with what they put together, and that ends up in a situation where we'll look at a bigger business, but we're not always as interested.

[Operator]

Your next question comes from Raimo Lenschow of Barclays.

[Raimo Lenschow, analyst]

Two quick questions. Ed, on the puts and takes, like on the truck side, that seems like late cycle to me because they had the last kind of mile in a way, or not the last mile, but you know what I mean.

[Edward Ryan, executive]

Yes.

[Raimo Lenschow, analyst]

If you look at previous cycles, like am I kind of overthinking this now? Or what have you seen historically on there?

And then, Allan, if you think about free cash flow, operating cash flow this quarter was the one number that came in slightly below whereas the rest of the performance was really, really strong. Can you kind of speak to kind of the puts and takes there and probably seasonality? Congrats from me as well.

[Edward Ryan, executive]

Yes. So no, I don't think you're overthinking it. I think you're exactly right. Truck tends to follow some of the other modes, in particular, ocean and air, that tend to drive a lot of truck volumes. So we were encouraged. I mentioned briefly in the opening remarks that ocean volume was very, very strong at the end of the quarter, and I am optimistic that that's going to flow into truck volumes in the coming months. That's normally what happens, and I hope to see that. I think you're spot-on.

[Allan Brett, executive]

Yes. And Raimo, on your question about cash flow. So as we mentioned in the prepared comments, we had a little unusual event this quarter, which we've been mentioning for the last couple of quarters would happen. On our larger earn-out payments that we had, we made a couple of payments in the quarter, those payments turned out to be larger than the initial estimates we made at the time of the acquisition. And U.S. GAAP rules require us to take any of those additional payments that we made above and beyond the original estimates and put those through cash flow from operations.

So they're a hit, a $25.0 million hit, to cash flow from operations. If you exclude that for the quarter, our cash flow was just a notch under $60 million, adjusted cash flow from operations, about 85% of our adjusted EBITDA, and that's right in the range of what we'd expect. Typically, we expect anywhere from 80% to 90% of our adjusted EBITDA to become operating cash flow. With that one adjustment, which is a very unique item, we're right in that middle of that range. So hopefully, that explains it. It's a very unique onetime item. It should not hit us to this extent in the quarters going forward.

[Raimo Lenschow, analyst]

Perfect. Makes total sense. Congrats.

[Edward Ryan, executive]

Thanks, Raimo.

[Operator]

There are no further questions at this time. I would hand over the call to Ed Ryan for closing remarks. Please go ahead.

[Edward Ryan, executive]

Great. Thanks, everyone, for your time this evening. We look forward to reporting back to you on our Q3 results in December. And otherwise, have a great evening.

[Operator]

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation, and you may now disconnect.