Good morning. My name is Lara, and I will be your conference operator today. At this time, I would like to welcome everyone to the Dye & Durham second quarter fiscal 2024 earnings call. I would now like to turn the call over to Huss Hirji, VP Investor Relations of Dye & Durham. Mr. Hirji, you may begin your conference.
Thank you, Lara, and good morning. 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 as well as 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 Frank Di Liso, 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 opening remarks. Matt?
Thanks, Huss, and good morning, everybody. The business performed really well in what is typically a seasonally low quarter. We're up 17% in revenue, taking into account the impact from the TM divestiture. We continue to grow our contracted revenue. Annual contracted revenue was CAD 203 million, or 49% of total revenue as of December 31st, 2023. Contracted revenue consists of ARR, which was CAD 112 million as of December 31st, again representing 27% of our revenue, and other contracted revenue from contracts, overages, or service agreements, which was CAD 93 million. We're building a business of scale delivering mission-critical software to law firms and financial institutions. The legal technology vertical was a $25 billion market in 2023 and is estimated to grow to be $46 billion in 2030. This is according to third-party reports. Our practice management and data insights and due diligence solutions address the market's fastest-growing needs.
As such, we're well-positioned to win in this market. Our practice management solutions help small and medium-sized law firms manage and grow their practices with key applications like case and matter management as well as core business functions like accounting, billing, client onboarding, workflow management, and document management. Earlier this month, we announced the launch of our Unity Global Platform. We initially launched this in the UK and expect to launch later in Australia and Canada. That's later this year. We've built a business through acquisition. We have a very large customer base with multiple core product offerings in each of our markets. These offerings solve law firms' needs, which are critical for their business and customers. Building through acquisition means you don't necessarily have a uniform platform for clients to use across functions. The UX is also different. The customer experience is different.
It's more difficult to leverage the brand across different applications as well. The Unity Global Platform solves this. It solves these challenges by bringing together all the acquisitions we've compiled in one seamless way for our customers. It was a big, big project for us, and the team delivered in a very big way. The Unity Global Platform makes it more streamlined for customers to access a range of products and services in one location with one login. You get access to everything you need to manage your practice. Law firms can now reduce their administrative burden and reclaim time to earn fees dedicated to client services and, in turn, grow their business faster with less effort. Our competitors don't offer the same capabilities across comprehensive applications that we offer.
For instance, the Unity Global Platform includes a fully integrated client onboarding solution, allowing law firms to quickly get binding engagement letters signed by their customers, and at the same time allows them to seamlessly take their customers through the digital ID verification, KYC, and AML process. We believe the world-class capabilities of the Unity Global Platform position us effectively to compete and continue to win market share. By offering a single global platform for essential industry-leading software solutions, we're positioned more strongly than we ever have been to lead in the global technology industry. At the same time, we're designing, building, and launching new platforms. We've also taken a series of important steps as part of our larger plan to strengthen the business.
First, we strengthen our balance sheet and restructure a large portion of our convertible debt, which taken together have significantly improved our capital structure and provides us greater flexibility. Specifically, since our last call, we increased and completed the CAD 160 million substantial issuer bid for the 2026 convertible debentures. There is now CAD 185 million left in principal amount outstanding on the 2026 compared to CAD 345 million at the time of our last call. We also issued CAD 140 million in new debentures due November 1st, 2028. These new debentures do not have the same accelerated maturity as the 2026 convertibles. In effect, we've termed out CAD 160 million for an increased yield to maturity of 2.4%. Additionally, earlier this month, we raised CAD 145 million in cash through an equity bought deal.
Capital raise places us in a stronger position with more optionality in the method we use to continue to deleverage. We are committed to driving our leverage ratio below four times net debt to adjusted EBITDA, including the converts, as quickly as possible. The business is stronger today as a result of these transactions. During the second quarter, we also launched a strategic review of our non-core assets to expedite our priority to deleverage. The review is examining a variety of options and is ongoing. I'm required to say that no assurances can be made that the strategic review will result in any specific transaction or additional actions. But I assure you, we're committed to the process and will continue to work through the review to identify and close on the best outcome for our shareholders.
Free cash flow performance and cash flow conversion are priorities of the business in 2024 and beyond. Last quarter, we announced a plan that targets CAD 70 million or more of free cash flow performance improvement by the end of Q3 fiscal 2024 compared to Q1 fiscal 2024. We're on track to meet this target with a CAD 40 million improvement on an annualized basis in Q2. This improvement was primarily due to price optimization, a reduction in CapEx, an improvement in restructuring other costs, and lowering adjusted operating costs. We've made material progress in diversifying the business over the past 24 months. We're a legal technology company that supports law firms to manage and grow their practices faster with less effort. We're not a real estate company. Our exposure to Canadian real estate continues to shrink. It now stands at just 19% of total revenue.
We have even less exposure than that to resale transactions when you take into account refinancings. Put in perspective, some software companies have customer concentration that's higher than that figure. Revenue driven by global real estate transactions that law firms are working on was 44% in the quarter. That's great progress towards our goal to drive that figure down to 33% of total revenue within three years. I also want to take a second to talk about our board refresh. We added two new directors at the end of last year, Colleen Moorehead and Peter Brimm, and we're excited to have them on board and to bring their capabilities and skill sets with them. I'd also like to say thank you to Mario Di Pietro, who served on the board for many years, and we wish Mario all the luck in his future ventures.
The business is in a great position today with the launch of the Unity Global Platform, a more diversified revenue base, a strongly growing base of ARR, a strong balance sheet, and an improved capital structure. I'll now turn over to Frank to discuss the financials.
Thank you, Matt, and good morning, everyone. This morning, we reported our second quarter fiscal 2024 results. Our results continue to demonstrate the resiliency and diversification of the business. As Matt mentioned, we continue to diversify our revenue base and enhance our practice management offering, continue to reduce our reliance on real estate transactions, and increase our annual recurring revenue primarily through our practice management solutions. This quarter, we've included a new metric, annual contracted revenue, which further demonstrates the consistency of the business. Revenue exposed to real estate transactions globally in Q2 was 44% compared to 54% in the same period of fiscal 2023, while revenue exposed to real estate transactions in Canada was only 19% compared to 30% in the same period of last year. Keep in mind that a portion of our 19% exposure in Canada includes refinancing transactions. When excluded, would further reduce this metric.
Annual recurring revenue contracted was 27% as of December 31st, 2023, compared to just 16% at the same point last year. There are components of our revenue which we do not include in ARR, such as revenue from contracted overages and other revenues under contract with service agreements. Annual contracted revenue in the second quarter was 49%, inclusive of ARR. We reported revenue of CAD 110 million during the second quarter, an increase of 17% compared to the same period last year and taking into consideration the sale of TM Group on August 3rd, 2023. Revenue grew 3% year-over-year, including the impact of TM in the prior period. Keep in mind that the Q2 and Q3 periods of our fiscal year are typically the weakest from a seasonality perspective. Q4 and Q1, in that order, are typically our strongest seasonal periods.
We generated adjusted EBITDA of CAD 60 million in the second quarter of fiscal 2024, an increase of 9% or CAD 5 million compared to the same period last year and taking into consideration the selling of TM Group. Adjusted EBITDA grew 4% or CAD 2.4 million, including the contribution of TM Group in the prior year. The improvement is primarily a result of the growth in revenues, both organic and inorganic, as well as the early impacts from our business improvement plan. We continue to maintain our strong EBITDA margins, coming in at 54.5% this quarter, which is in line with our target range of 50%-60%. Total adjusted operating expenses, which includes direct costs, technology costs, G&A, sales, and marketing, were CAD 50.2 million for the quarter, or 44.5% of revenues. We expect our ongoing operating costs to be within the 40%-50% range of revenues.
Net of the impact of expenses from our last 12 months of acquisitions and the sale of TM Group, our adjusted operating expenses for the quarter were lower by approximately CAD 1 million from the prior year, which demonstrates the improvements from our business improvement plan announced in the previous quarter. As we acquire assets and manage the broader business, we continually look for ways to drive cost synergies and eliminate redundancies. Net finance costs for the quarter were CAD 49 million compared to CAD 38.4 million in the same period of fiscal 2023. The increase is mainly due to an increase in interest rates, higher debt balances, as well as unfavorable non-cash impacts from the change in fair value of our convertible debentures as compared to the prior period. Acquisition, restructuring, and other costs for the quarter were CAD 5.3 million.
This was a decrease from CAD 15.6 million in the second quarter of fiscal 2023, and we believe we could deliver additional improvements in this cost line item over time. We're taking actions to increase our cash flow performance and placing a greater emphasis on this measure. Our Q2 cash flow from operations was CAD 44.6 million in the quarter, up 57% compared to the same period last year, and an improvement in free cash flows of CAD 9 million as compared to the previous quarter. Turning to our balance sheet, our net debt, excluding the convertible debentures, stood at approximately CAD 1.05 billion as of December 31st, 2023.
Subsequent to the end of the period, we increased the size of the Substantial Issuer Bid that Matt talked about earlier and closed the equity Bought Deal financing, which raised net proceeds of approximately CAD 140 million, which was partially used to retire all of the outstanding revolving facility as of December 31st, 2023. We understand the importance of reducing our leverage ratio, and we have set a clear target to reduce it below four times total net debt to adjusted EBITDA. That said, we have sufficient resources to manage our debt levels. The business generates strong, sustainable cash flows. We built a business of scale that is mission-critical to small and medium-sized law firms and financial institutions. Today's results and the recent actions we've taken demonstrate the consistency of the business and the opportunity in front of us. With that, I'll turn it back to the operator for Q&A.
Thank you, sir. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press star followed by the number one on your touch-tone phone. You will hear a three-tone prompt acknowledging your request. Should you wish to decline from the polling process, please press star followed by the number two. If you're using a speakerphone, please lift your handset before pressing any keys. We have our first question coming from the line of Robert Young from Canaccord Genuity. Please go ahead.
First question for me would be related to the delayed draw. It looks like you drew down on that in the quarter, and then you said that you were going to use proceeds from the recent deal to pay down on the revolver. Does that include the delayed draw, or do you think of the revolver as separate? What's the reason for the drawdown on the delayed draw?
Hey, Rob. It's Frank here. Yeah, as I mentioned, we didn't draw down on the delayed draw. It had as a separate facility as compared to the revolving credit facility. So we completely eliminated the balance of the revolving facility that was outstanding. As you recall, it was approximately CAD 30 million at the end of December 31st.
Okay. And then maybe if you could talk about the focus on deleveraging and what happens after you reach four times leverage. Maybe if you could just talk about how you view the strategy once you hit that level.
Look, Rob, I don't think our strategies so dramatically changed. The business continues to generate a lot of cash. We'd like to, obviously, having less debt and also paying less interest enables us to redeploy that cash to continue to grow. That's what our plan is going to be.
If I just asked it a slightly different way, if the deleveraging goes a little faster than people expected, will you continue to focus on deleveraging? Is that going to continue to be important, or will you shift more to more M&A?
We'll continue to grow the business.
All right. Then maybe last question for me. You talked a little bit about ARR expansion. I think you said that you'd started in the UK and Australia last quarter. Maybe just talk about the areas of growth in the near term. They're dominated by Canada to date, but how far have you seen people expand that?
Yeah, we've rolled out our ARR sales effort in the UK. Despite it being early days, we're seeing great traction from the numbers of customers taking up contracts. Again, we're going in with a cross-sell between our data and insights business and our practice management business. It's being very well received despite being early days.
Okay. That's all for me. Thanks.
Our next question comes from the line of Thanos Moschopoulos from BMO Capital Markets. Please go ahead.
Hi, good morning. It looks like you acquired Credas during the quarter. Can you provide some color on that business? Is that an ARR type of business, more transaction-driven, and is there a technology you can leverage in other geographies, or is it primarily UK-specific technology?
It's a cloud onboarding tool that's used today primarily in the UK. It has large market share in that market. We are looking to depending on the needs of the market, every market has different KYC needs, and they're not just kind of country needs. They're at a kind of state-by-state, province-by-province basis. And so we'll continue to we are looking at other markets where that technology can be leveraged. But when we launched the Unity Global Platform, we already integrated in and white-labeled Credas as the Dye & Durham solution for our many, many law firms that spend their days inside our platform already.
Okay. Could you provide an update regarding the strategic review of the Canadian financial infrastructure business, or is there not much you can say on that front?
I said what I'm allowed to say that we're going to advise, I should say, at the beginning of the call. But we do remain committed to seeing where that process goes.
Fair enough. Last one for me, just given that there seem to be signs of life in property transaction volumes, at least in Canada, and just heading into the upcoming quarter, is it safe to assume that we should expect to see some sequential uptick in the business in both revenue and EBITDA? I mean, recognizing you don't provide guidance, but just directionally.
We sell software to law firms. It's harder for me to comment on the real estate market.
Maybe I should just add, we do disclose the real estate exposure metric panel. Right now, for Q2, it was at 19%. That includes refinancing transactions. As we continue to bring customers on board with minimum subscription volumes, our exposure will continue to decrease.
Yeah. And Thanos, I think I would just reiterate, your sub-20% of your revenue today is coming from lawyers working on transactions that involve real estate in Canada. So we've dramatically diversified the business. I think I just want to just reiterate that.
Fair enough. I'll pass the line. Thanks.
Our next question comes from the line of Kevin Krishnaratne from Scotiabank. Please go ahead.
Hey there. Good morning. Just quick question on the ARR. 27%, I think that was kind of flat from the last quarter. I mean, can you explain why that may have been the case with that, within expectations and any ways to think about targets of where that could go over the next couple of quarters?
Yeah. I mean, in terms of targets, Kevin, we are committed to seeing ARR grow to 50% over the next two and a half years. So we remain committed towards that. And now that we've added a new metric on annual contracted revenue, that would always be one step higher than our ARR metric. So we have, obviously, in our results, some seasonality factors that wouldn't impact ARR, which was the main reason why you'd see a flat amount quarter to quarter and some other revenue adjustments that were made.
Okay. Thanks for that. Interesting on the contracted revenue. Can you dig in a little bit deeper? Maybe give us some examples. How are those structured? Are they one-year, multi-year? Any other color you can provide on that would be helpful.
Yeah. Generally, our contracts are three-year contracts. Again, they generally have auto-renew clauses. There are some exceptions. We have some one-year, so we have a couple, not many, a few five-year. But generally, they're three-year contracts, auto-renews, and a lot of them have price escalators built in them. When Frank talks about overages, there is really kind of three types of contracted revenue we have. There's per-user, per-month contracts over three years, so kind of your traditional subscription ARR contract. There is minimum spend contracts. Some people have heard of take-or-pay contracts. And then we have the overages on those take-or-pay contracts if they go over. In that other category, which I'm counting overage, we also have contracts where we are suppliers, particularly for big banks, where we offer a service often exclusively or exclusive-like, that we provide on their behalf.
We often charge transactionally for those services that we provide under contract. So that's what we capture in the other bucket.
Got it. Okay. So that would be the payments, title, escrow financial sort of business would be kind of captured in there?
Yeah. Australia, we do the same things for banks. So it's a combination of a lot of those supplier contracts we have for banks and the overages on our minimum spend contracts. Those two buckets are what we count as other.
Got it. Okay. Cool. The last one for me, if I try to think about free cash flow, if I take your EBITDA, deduct the interest, cash tax working capital, I think was softer, again, in the quarter. You get close to sort of flat on that basis. But as we look forward, I know you said CapEx. What are some of the other drivers that give you the confidence in the sort of underlying free cash flow growth? I guess, how do we see working capital normalizing the next few quarters?
Yeah. So I mean, you've got the main drivers, correct, Kevin? So working capital, yeah, there were some silver facts from the sale of TM that would have continued on into Q2. So there was a slight hurt there on the working capital side. But as Matt mentioned in his opening remarks, pricing optimization, a continued reduction of CapEx. We've only started that. We should expect more in Q3, as well as a continued reduction in our one-time charges. And as we continue to integrate the businesses that we've acquired over the last 18 months, there's further opportunities for integration.
Okay. Great. I'll pass the line. Thank you.
Our next question comes from the line of Scott Fletcher from CIBC. Please go ahead.
Hi. Good morning. I'm wondering if you could give us some color on how much of the 17% growth XTM if you could sort of break it into how much was from pricing versus contribution from M&A versus customer expansion. I understand you probably can't share numbers, but if there's any sort of directional buckets you could share, that would be helpful.
Yeah. So the 17%, as you correctly point out, Scott, it does include TM. We don't disclose inorganic or organic. And the simple reason is when we acquire companies, we don't leave them we don't keep them status quo. We will look at their pricing model. We will upsell their customers to our products. And so the vast majority of the growth that you're seeing year-over-year is that effort of upselling customers, putting them into contracts, optimizing their pricing structure. And that's what was large. And there were also some increases in our Canadian financial institution services, as well as our data insight products in Canada that also performed well year-over-year.
Okay. Thanks. You had spoken about pricing increases coming through in the quarter across a number of the pieces of the business. Were those fully reflected in the quarter, or was there anything that might hit more in Q3?
Yeah. Some of them were fully reflected in the quarter, but there were other elements that, Scott, that we introduced in the middle of November, in which case you'd only see a month and a half impact in Q2. So there will be some more silver impacts when you look at it on a full quarter basis, which will be Q3.
Okay. Thanks. Then I just wanted to ask one question. On the remaining 2026 converts that are outstanding, I think we all understand that there's an intention to deal with those. Would another buyback take a similar shape if you were to take that approach? Would it be sort of a refinancing and additional issuance, or does the equity raise change the calculus there, just potentially more cash consideration?
It could be a few ways to deal with it. I mean, hypothetically, you could do what you said. You could offer to buy them back either through a combination of cash or terming out, offering a new convert, in essence. Our leverage levels are also a potential gain to the level where we could refinance our debt. So you may be able to refinance to a credit facility we do not have a spring of maturity, which you could leave it outstanding or also buy it back. So we're exploring all options. We take deleveraging seriously. We take having a lower cost of capital seriously. One of the best ways to build value is to have the lowest cost of capital possible, generate the most cash we can of the business. And one of our biggest expense lines, or our biggest, is interest payments today.
To the extent we can reduce that, that's good for the company, good for the equity holders, good for the business.
Okay. Thanks, Matt.
Thank you. There are no further questions at this time. I'd now like to turn the call back over to Mr. Hirji for final closing comments.
Thanks to all for attending, and we look forward to connecting with you during the Q3 results call in May. Have a great day.
Thank you, sir. 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 lovely day.