Good afternoon. My name is Colin, and I'll be your conference operator today. At this time, I'd like to welcome everyone to the Dye & Durham first quarter fiscal 2023 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.
Thank you, operator. 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 businesses 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 the events, disclosures or circumstances except as required by applicable securities law.
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, 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 with the formal results for research analysts. I now turn the call over to Matt for opening remarks. Matt?
Thanks, Ross, and good afternoon, everybody. Our business continued to perform well during the first quarter, despite an extremely challenging real estate market, particularly in Canada. We've built a business that's diversified across three geographical markets and across various product lines. I'm often asked how resilient is the business in the face of a deteriorating real estate market. Real estate transaction volumes have come under significant pressure, especially in Canada, since December 2021. Inflation is up, it's high, and it's gonna remain high for a while, we believe. We've seen the fastest increase in interest rates since the 1970s. In Q1, we reported a good quarter despite these challenging headwinds. Our results demonstrate the strength of our underlying business with more than CAD 120 million in revenue during the quarter and CAD 64.4 million of adjusted EBITDA.
We delivered this consistent performance in the face of monthly year-over-year real estate transaction volumes in Canada, which are down between 25%-32% in the July to September period. One of the reasons for the resiliency of the business is our revenue exposure to the global real estate market, which is at 68%. Only 68% of our volume is exposed to real estate transactions. 1/3 of the business globally is not directly tied to real estate transaction volume. Narrowing in further on our largest market, Canada, 43% of our revenue is exposed to the Canadian real estate market. While still significant in both cases, what we often see is modeling that assigns the real estate transaction growth rate or decline in Canada across the entire business. This is a vast oversimplification of the business in our view. We've done a good job of managing through the deteriorating market transactions with increase in the price per unit, EBITDA we buy, and synergies we realize with acquired businesses with the capital we deploy. Remember, a lot of our model has to do with capital allocation.
Touching on the deteriorating market. I've always been a large believer in running a business with operational and financial discipline. This is more important than ever right now, given the macroeconomic environment remains extremely challenging and continues to deteriorate in many cases. As such, I've decided the company needs to act more aggressively and decisively to protect its business and financial position. Therefore, we will be implementing cost reduction initiatives to reduce the current overhead operational cost by at least 10% commencing in the second quarter of fiscal 2023, i.e., the current quarter. This is happening now.
We continue to execute on our strategy of disciplined capital allocation to build a business of scale through acquisitions and investment in our existing platform. These acquisitions and investments drive enhancements and new capabilities of the platform that improve efficiencies and productivity of our customers. The business is dramatically larger today than it was at the time of IPO two and a half years ago. We're building a global leader in the B2B software and services space that supports legal and business professionals. As you can see, we built a highly resilient business and a highly reliable business that generates digital infrastructure cash flows.
The annuity nature of our revenue and the relatively fixed nature of our cost base means we've managed in an extremely disciplined manner through the recent inflationary period, and this provides for tremendous levels of productivity in our revenues as well as adjusted EBITDA. It also allows us to drive the high EBITDA margins we do because the revenue can scale dramatically without corresponding cost increases. Importantly, this afternoon, we announced a CAD 150 million substantial issuer bid or SIB. Given the capital markets dynamics, consistency of our business in the face of real estate headwinds and the strength of our balance sheet, we believe there's no better use of capital at this point, especially given the significant discount, some may even say silly discount, at which we trade in the market, given the scale of our business today.
The initial details of the SIB are presented in the earnings release. Once we're out of the earnings blackout, we'll be providing more disclosure on the terms of the modified Dutch auction style bid. In addition to the SIB, we've also been using the normal course issuer bid we announced in September, which Frank will address in a moment regarding the details of that normal course issuer bid. Underpinning our entire business strategy is disciplined and effective capital allocation. Look, we've demonstrated the ability over and over again to acquire assets, integrate them, and scale them while maintaining strong margins. We believe the SIB is an extension of this capital allocation strategy. What does this mean as it relates to future acquisitions? We can walk and chew gum at the same time.
We believe a recessionary environment will lead to stronger opportunities for additional M&A in the long term, which is a tailwind for our business. We're to come out of this stronger. As you can see in the Link Administration disclosure, we're in discussions with them to acquire their corporate markets and BCM business. We would retain their BCM business and then look to divest the majority of that business in due course. We believe their corporate market business is an attractive asset that would further diversify our business, both by product line and geographically. It's also a business that does well in a higher rate environment, which would be very complementary to ours. As of today, we have no further updates on the state of those discussions, and there's no certainty this deal will close, as with any M&A deal.
In parallel with the SIB, we're moving forward with our strategy to continue to diversify our core business with new acquisitions that address workflow and efficiency needs of professionals in legal market. As part of the strategy, we intend to continue to expand our market reach and entering adjacent ecosystems in Canada, the U.K. and Australia through acquisitions. Our pipeline remains very, very strong. As we've demonstrated through multiple market cycles, we're able to manage the business for consistent and substantial performance or sustainable performance as we continue to execute our strategy of scaling through acquisitions. We rapidly built a business that generates strong top-line growth in an industry that provides stable cash flow and a very healthy margin, if I wouldn't say so. We look forward to updating you on the progress as we move forward. I'm now going to turn over to Frank to review the financials. Frank.
Thank you, Matt, and good afternoon, everyone. Thank you for joining us today. This is my first time participating in the call. While I've only been here for a few months, I'm excited to be part of the team. I've seen strong growth in the business, their operating capabilities, and the established cost management practices they have in place. We reported revenue of CAD 120.2 million during the first quarter, an increase of CAD 7.5 million or 7% from the same period last year. We generated adjusted EBITDA of CAD 64.4 million, an increase of CAD 2.1 million or 3% from the same period last year. We continue to maintain our strong EBITDA margins coming at 54% this quarter, which is in line with our target range of 50%-60%.
Top line growth has been fueled by both the acquisitions we've completed, along with the integration activities and our organic growth, which include the realization of synergies from price adjustments. In the face of rapid inflation, we have maintained strict controls on the cost structure. We have a disciplined practice of managing costs, as demonstrated by essentially coming in flat on a sequential quarterly basis. Total operating costs, which include direct costs, technology, operations costs, and G&A and sales marketing, were CAD 55.7 million for the quarter or 46% of revenue, compared to CAD 50.2 million for the quarter of the prior year. Included in the operating cost is a cost increase related to implementing a new IT managed service platform of CAD 0.7 million. It helps streamline the business. We do not expect this cost to continue going forward.
The increase in other operating costs in the year-over-year period is due to costs acquired from acquisitions completed during the period. We expect our operating costs to continue to be within the 40%-50% range of revenues. Net finance costs for the quarter were CAD 16.2 million, compared to a negative CAD 12.6 million in the first quarter of the prior year. The increase is due to high interest and accretion expense of CAD 18.3 million, relating primarily to the Ares credit facility, as well as the recognition of non-cash gain on the change in fair value of convertible debentures of only CAD 9.1 million compared to CAD 15.3 million in the same period last year.
As a reminder, IFRS accounting rules require us to mark-to-market our fair value of these instruments each quarter, so we do expect this variability in our finance costs to continue. Acquisition restructuring and other costs for the quarter were CAD 18.5 million compared to CAD 10.6 million in the first quarter of last year. The increase is due to CAD 11.4 million in higher acquisition costs, primarily due to the Link transaction activity and CAD 1.8 million in higher restructuring costs compared to the same period last year. This was offset by CAD 3 million in privatization costs not incurred in the current period and CAD 1.3 million decline in integration costs. We built a resilient business.
On slide 8, you can see the growth that we've delivered on our adjusted EBITDA in the last 12-month period. We've managed puts and takes through this period to deliver consistent performance. Despite lower real estate market transactions, our adjusted EBITDA performance remains strong. It's a great example of how we can manage the business through cycles while we deliver shareholder value. Our conversion to adjusted EBITDA to cash flow is strong. We reported net cash provided from operating activities of CAD 41 million in the quarter, an increase of CAD 8.1 million or 25% compared to the same period last year. Subsequent to quarter end, we announced the normal course issuer bid, which Matt referenced earlier. We have purchased and retired 2.8 million outstanding shares at this current stage under the program, which represents CAD 46.2 million in capital deployed to shareholders.
As of September 30 this year, we have over CAD 500 million of liquidity for the NCIB and new acquisitions. Liquidity consists of cash, the revolving credit facility, and the delayed draw term loan. Our leverage ratio on a net basis is currently 2.5x as of September 30th, which we believe provides sufficient headroom with our strong cash flow free capital conversion of 50%+ . We intend to deploy that capital towards new acquisitions and the current capital repurchase programs, as Matt mentioned earlier. Earlier today, our board approved a quarterly dividend of CAD 0.01875 per common share payable on November 23rd to shareholders of record of November 16th. This concludes my formal remarks, and with that, I would like to turn it back to the operator for Q&A. Operator?
Thank you. Ladies and gentlemen, we'll now conduct a question and answer session. If at any time you'd like to ask a question, please press star then the number one on your telephone keypad. If you'd like to withdraw your question, please press star followed by two. If you're using a speakerphone, please lift the handset before pressing any keys. One moment for your first question. Okay, your first question comes from Robert Young from Canaccord Genuity. Robert, please go ahead.
Hi. Okay. For the substantial issuer bid, and just that's in addition to the previous NCIB. I think in the release you said you're no longer going to work the NCIB. What is the total outflow across the two of them? Approximately CAD 200 million, is that correct?
Robert, Frank here. There's the CAD 150 for the SIB, and then we've already deployed CAD 46 million of the NCIB. There's roughly a small portion remaining there. But what's really outstanding right now is the SIB with that smaller portion to come later.
Post that, if you're going to pursue a transaction for the Link Group business, presumably you'd need additional funding for that. Can you just give us a sense of what the comfort around leverage ratio is, you know, to make that transaction successful?
Remains high, Rob. Very high. Look, we're in a lucky state. We're a business that still has very strong performance. We produce a lot of cash and have a lot of EBITDA. And you're seeing even despite challenging markets, that performance continues. Look, as we always said, we're willing to take the leverage up temporarily, as long as we can bring it back down to that 2-3x range fairly rapidly. Again, which we've consistently demonstrated ability to do.
Okay. In your prepared comments, you were focused on Canada, the real estate market there. If you just talk about Canada, the United Kingdom, Australia, like, what are the relative transaction volume impact from, you know, the macro issues we're seeing today? Just give maybe an update, more color on those markets. That'd be great.
Yeah. I mean, our volumes generally trend with the data you'll see that come from the various market sources in that market. We're seeing volumes trend almost exactly in line with that. Obviously, we have changed our PPU across all geographies upwards, which is helping with the downward pressure and alleviating it. That's been a big offset, the increase in PPU to the volume decrease. Of course, there's obviously the non-real estate part of our business, that's not impacted.
PPU is price per unit?
Correct. Yeah.
Okay. Last question from me, and I'll pass it over. Just give us a little more detail around the 10% cost reduction. How do you plan to achieve it? Maybe just give us a sense of where that's coming from. Are you shutting down any businesses or, just some more color there would be helpful, and then I'll pass the line.
Yeah. Look, the largest cost we have is people, so we'll be letting people go. In addition to that, we'll look for efficiencies across our business.
Is there anything more you can elaborate on efficiencies? Like, what type of efficiencies are you looking at?
Yeah. Unnecessary vendors we have or opportunities to get a better price from vendors. You know, nice to have stuff, discretionary spend. Obviously the largest c ost will come from the reduction of people. Again, we believe that we can reduce costs by that much without damaging the business.
Yeah. Frank said in the prepared comments that, you know, free cash flow percentage of revenue margins are 50% roughly. Is that the target to maintain that level? I'll pass it on.
We'd like to be higher. Obviously, you know, there's acquisition costs in there that are pushing that down, which particularly with Link in the last two quarters where it's been quite substantial. But the control transaction was very expensive. That won't continue going forward.
Okay, thanks. I'll quit hogging the mic.
Your next question comes from Thanos Moschopoulos from BMO Capital Markets. Thanos, please go ahead.
Hi, good afternoon. Just to expand on the OpEx reduction. I think you still have maybe some cost synergies from prior M&A that you're capturing. Does the 10% reduction include some of those cost synergies, or are there incremental cost synergies from integrating things that might be added at that 10% reduction?
We're not breaking out the two. I think what you should be looking for is at least a 10% reduction on what our current, you know, OpEx is in the coming quarters. We're gonna look to execute on that this quarter, and anticipate you'll see most of that in the following quarter coming out.
Okay. A typical rule of thumb for restructuring charge would be, I guess, taking the cost savings and annualizing it. Would that be fair, or how should you think about the restructuring charge required?
No, we don't do that. When you look at our restructuring cost, it'll be things like the one-time cost of making something redundant, severance. We're not taking the cost that, hey, you know, we got rid of CAD 100 of cost, and therefore there's CAD 100 going forward in the restructuring, you know, line item. It's just the cost of removing that expense that gets restructured.
Okay. Any updates on the TM Group divestiture?
The process is underway, and that's all I can really say.
Okay. Maybe one last one for me is, in terms of the parts of the business that aren't tied to property volumes, just to confirm, has those been holding steady? Has there been growth? Has there been any macro pressure? How would you characterize what volumes you're doing in the rest of the business?
It's been pretty steady. I mean, obviously, yeah, business as usual is the best way to describe it a s it has been.
Thanos, we did update in the MD&A. You would see in the quarterly metrics section that we have included those percentages driven by real estate transaction over the last eight quarters. So you'd be able to see that once you had a look through.
Okay. Appreciate the new disclosure. I’ll pass the line . Thanks.
Yeah.
Cool.
Your next question comes from Stephen Boland from Raymond James. Please go ahead.
Hi, guys. Just one question that you withdrew the guidance for the year, you know, citing conditions. What are you seeing? Like, what's your view in terms of, you know, conditions this quarter that it's ongoing, but the next couple of quarters, do you see things leveling out here or, you know, what are you hearing from your vendors and your customers in terms of what their expectations are?
Look, I think we're seeing October that was worse from a market perspective than September, which we were hoping wouldn't be the case. Given the volatility that we obviously don't control what the market does, we just wanna be prudent, and as such, remove that guidance. Look, it's hard to predict the real estate market. What are we doing? We're doing things like to diversify our revenue to ensure we have less exposure to real estate, reduce costs, the business continues to perform. We always look to flex the pricing power we have in our business, you know, through inflationary times to make sure we're operating with an optimal cost structure and charging the right amount for our products. Those are the kind of things we're doing.
Okay. Second question, actually. Just in terms of, you know, I know you're always looking at acquisitions. Have you seen, you know, multiples come down over the past excluding Link, but I mean, other acquisitions out there and targets. Have you seen multiples come down from their side, you know, at all or materially or anything like that?
I mean, what we're seeing in the public market is just, I mean, a meltdown of multiples, obviously. Putting that aside, on the private side, we are starting to see a softening in multiples. There's still a bid-ask spread between, you know, buyer expectation, seller expectation, but it's starting to move in the favor of buyers and becoming more a buyer's market. That's absolutely a trend we're seeing.
Okay. With those multiples, meaning back, you know, even a couple of years ago, we're talking about high teen multiples. Are these multiples like moving into single digit or are they, you know, 10x or anything like that? Like, is it still kind of, you know-
It's still a bit too early to put a trend on exactly where it is. You know, I saw some data recently. I looked at kinda LBOs in the U.S. being just under 11x or just under 12x on the multiple. It really depends on the business and the various. You know, higher quality businesses will demand higher multiples. But across the board, we are seeing it decreasing. I wouldn't yet put it where you put it in single digits, but it's getting close.
Okay. Thanks, guys.
Your next question comes from Kevin Krishnaratne from Scotiabank. Kevin, please go ahead.
Hey, there. I've just got one question. Of course, real estate transactions and how they're trending is out of your control, but things like pricing and new product intros are within your control. Can you just talk about the opportunities there? You are reducing costs. I'm just curious to know whether any of the reductions, how to think about the potential impact that might have on your growth strategy. I know there's different products you're thinking about, the Unity product, there's the subscription product. Can you just walk us through thoughts there?
Look, we continue in Canada on our workflow software product to introduce subscriptions to help protect on market declines. Look, we would still invest more than anyone else in the industry on R&D. We're fairly innovative. I think this is an organization, culturally, we're big believers in doing more with less small, lean teams that are highly focused and get a lot done, sometimes more so than a bigger team that's not lean. So harnessing that strength to make sure we prioritize if things are important to our customers into the market and put on the back burner the more nice-to-have things. It's a philosophy we've always used, and I think we'll continue to use it and also rely on it more through times of austerity.
Okay. Just, you know, maybe looking across all your geographies, products, are any shift at all from competitively? I know you've got pretty good, you know, share. You've got leading products, so, you know, likely not, but just curious to see if you're seeing anything even just on the fringe there popping up.
No, not really. I mean, it's pretty. I mean, churn is very stable. The business, we're not seeing a lot. We have a really good market position.
Okay, very good. Good luck with everything. I'll pass the line.
Your next question comes from Scott Fletcher from CIBC. Scott, please go ahead.
Good evening. Most of my questions have already been covered off here. I'll ask a question on M&A. If this new cut of the Link deal does go through, it would seem like you would have to take a bit sort of a pause after that. Is that still your preferred approach to M&A, sort of like these bigger deals and then wait until leverage comes back down? Or, you know, is it just as, you know, was it just the opportunity that came up?
Look, I mean, integrating a small transaction is, in many cases, you know, just as much work. If you do ten small ones, it's a lot, it's even more work. Look, as you've seen for us, you know, we prefer bigger chunkier deals where we can, you know, have a clear path to our return multiples. Obviously we see that in this transaction. Yeah, I can't really speak about it beyond that. That answers your question? I hope it does.
Yeah, that's fair. Like I said, most of everything was covered off, so thank you.
Okay. That's all the time we have for questions today. I'll now turn it back to Ross for closing remarks.
Thanks everyone for joining today. We look forward to updating you with Dye & Durham's second quarter of fiscal 2023 results in February of 2023. Good night.
Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your line.