Good morning. My name is Michelle. I will be your operator this morning. At this time, I would like to welcome everyone to the Dye & Durham Q2 fiscal 2023 earnings call. I will now turn the conference over to Ross Marshall, investor relations on behalf of Dye & Durham. Mr. Marshall, you may begin your conference.
Thank you, Michelle. Good morning, 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-orientated financial information regarding Dye & Durham and its business and disclosure regarding possible events, conditions or results that are based on information currently available to management, which indicate management's expectation of future growth, results of operations, business performance, and business prospects and opportunities. Such statements are made as of the date hereof. 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, 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 now turn the call over to Matt for his opening remarks. Matt?
Thanks, Ross, good morning, everyone. Our business continued to perform well during the Q2. We recorded CAD 107 million in revenue and CAD 58 million Adjusted EBITDA, which brings our last twelve month total to CAD 479 million in revenue and CAD 264 million of Adjusted EBITDA. This morning's results demonstrate the strength of our underlying business. We continue to outperform the broader real estate markets with transaction volumes in Canada, for example, down 38% compared to the same period last year. Despite these challenges in the market, our business is close to flat year-over-year.
This is because we actively manage the business and are taking concrete actions to deliver this performance, including executing on pricing power in the business, resulting in additional revenue per unit we sell our customers in many cases. Growing our base of subscription revenue within our practice management product vertical. Delivering on our cost reduction plan with $18 million in ongoing headcount eliminated from the business. We announced this at the end of last quarter, and as you can see from the results released this morning, we've already achieved what we said we would do. Purchasing and retiring approximately 20% of our outstanding shares through the NCIB and SIB. These steps have set the stage for future growth, which I'll address in a moment.
We've built a very profitable business of scale, delivering mission-critical, non-discretionary software to more than 60,000 customers globally. We deliver significant EBITDA and cash flow again at scale. Sometimes I'm asked about net income. For Dye & Durham, it's not a primary performance metric because in an acquisition business model, particularly when doing larger M&A, you're gonna have significant non-cash items like amortization of purchase intangibles, which this quarter were approximately CAD 39 million. However, we didn't generate CAD 39 million in less cash. We believe using Adjusted EBITDA provides investors a more effective analysis of underlying operations and financial performance, including, importantly, our ability to generate cash. Looking at Dye & Durham today, the business is diversified across geographies and product lines. We serve customers in Canada, the U.K., Ireland, and Australia.
Our products include practice management software, data insights and due diligence software, as well as payments infrastructure and Banking Technology. All very sticky. We believe delivering on your commitments is important. You can see the scale we've added to the business since we went public, which is more than 40,000 customers added, approximately CAD 115 million in organic EBITDA, and approximately CAD 1.8 billion in capital deployed across 18 acquisitions. The headwinds in the market during the past 12 months have been considerable and real. Higher interest rates and inflation have negatively impacted the real estate transaction volumes. These headwinds are more prevalent in Canada than in the U.K. and Australia, which have held up better. In the face of this pressure, we've consistently outperformed real estate transaction volumes across both our revenue and Adjusted EBITDA for the past six quarters.
We've delivered this performance by actively managing the business through increasing our subscription revenue base, improving our price per unit, and realigning our product positioning to address a wider range of applications for our customers. We are effectively managing through the current ongoing market cycle. When the market normalizes, which they always do, we're extremely well-positioned. For security purposes, we provided a perspective on how the business in Canada, again, this is just Canada, could perform across a range of scenarios versus the last six months. Starting again on slide eight. Starting from left to right, we modeled a modest 10% improvement, a forecasted range from third parties of 17% improvement, then normalization of the 10 or five year average performance. Again, this is the Canadian real estate market.
The incremental revenue captured under these scenarios range from CAD 20 million-CAD 65 million with very limited incremental cost. You should expect that to fall right to EBITDA. Once the real estate market improves, we're in a great position to see material benefits across the top line and bottom line of our business. The resiliency of our business was one of the primary reasons we had such a high conviction. The substantial issuer bid was the right strategy. Since October 1st, we've purchased and retired 13.8 million shares, or approximately 20% of the shares outstanding between the SIB and the NCIB for a total consideration of CAD 208.6 million. This has resulted in a very consolidated ownership structure.
Given the consistency of our business in the face of real estate headwinds, the strength of our balance sheet, our ability to generate free cash flow, and the significant discount at which we are trading or were trading when we announced the SIB, we believe there was no better use of capital. Based on the capital market dynamics since we announced the SIB, that strategy so far has proven right. Underpinning our entire business strategy is disciplined and effective capital allocation. The SIB was just one example of our ability to be flexible in search of the best returns for our shareholder. It was paramount for us. We continue to execute our strategy of disciplined capital allocation to build a business of scale through acquisitions and investments in our existing platform. These acquisition investments drive enhancements, new capabilities, and improve the productivity of our customers.
We completed two smaller acquisitions recently, one that expanded our practice management capabilities with a stronger focus on offering our customers litigation capabilities. The other on expanding our practice management capabilities in the United Kingdom. Given the current capital markets, we intend to be judicious in our acquisition strategy with a greater focus on smaller tuck-ins in the near term versus much larger transformative acquisitions. Effective capital allocation is a key aspect of building a durable business of scale. Disciplined cost management is also key. That's why during the quarter, we announced a strategy to identify and eliminate at least 10% of our operating costs. Since July 1, 2023, we've reduced our annualized headcount expense by almost CAD 18 million, and you can see the impact that is having on our operating costs in Q2. Since January 1, we've taken action to reduce headcount further.
This is by a further CAD 5 million on an annualized basis or CAD 1.3 million on a quarterly basis. We are well positioned for a rebound in the real estate market with material top line and bottom line growth as markets normalize. We will continue to grow our subscription revenue, offering more value to our customers and increasing the stickiness of our platform. Finally, as I just mentioned, we'll continue to execute on our M&A strategy with approximately CAD 270 million in available liquidity at the close of the quarter, plus proceeds coming from the sale of TM Group, as well as ongoing cash flow we generate from our healthy cash conversion business. This business generates a lot of cash. We're building a global leader in the B2B software and services space that supports legal and business professionals.
The business is dramatically larger today than it was at the time of IPO. We've demonstrated through multiple market cycles, we're able to manage the business for consistent and sustainable performance, and we continue to execute on our strategy of scaling through acquisitions. We've rapidly built a business that generates strong top line growth within an industry that provides stable cash flow and a very healthy margin profile. We look forward to updating you on our progress as we move forward. I'll now turn over to Frank to review the financials. Frank, over to you.
Thank you, Matt. Good morning, everyone. Thank you for joining us today. We reported revenue of CAD 106.7 million during the Q2, a decrease of CAD 3 million or 3% from the same period last year. The change is primarily related to lower real estate transactions as a result of unfavorable market conditions. The pricing changes implemented, combined with the launch of our minimum subscription program and the impact of acquisitions since October 1, 2022, nearly offset the entire pressure from the challenging market conditions. As background, fiscal Q2 is typically a seasonally low period for real estate transactions. We generated Adjusted EBITDA at CAD 57.6 million, a decrease of CAD 5 million or 8% from the same period last year.
We continue to maintain our strong EBITDA margins coming in at 54% this quarter, which is in line with our target range of 50%-60%. Overall, the business held extremely well, as can be seen from the consistency of our revenue, Adjusted EBITDA and margin performance. As we said before, we've built a resilient business. On slide 13, you can see the quarterly performance we have delivered on our Adjusted EBITDA. We've managed through the challenging market conditions during the past 12 months with continued strong performance. Despite lower real estate market transactions, our Adjusted EBITDA performance remains consistent. This indicates how we can manage the business cycles while we still deliver shareholder value. As an example, during Q2 fiscal 2023, we took proactive action to reduce our cost structure by CAD 5 million relative to Q1 fiscal year 2023.
Total operating costs, which includes direct costs, technology and operations costs, and G&A and sales and marketing costs, were CAD 41.1 million for the quarter or 46% of revenue compared to CAD 47 million for the same period last year. The 4% increase in operating costs in the year-over-year period is mainly due to costs acquired from acquisitions completed during the period. In November 2022, we disclosed that given the macroeconomic challenging environment, we will be implementing a cost reduction initiative to reduce our current operating costs by at least 10% commencing in Q2 fiscal year 2023. By the end of December 2022, we had reduced approximately CAD 17.8 million in annual salaries since the start of the fiscal year. This is reflected in the CAD 5 million of total operating cost savings realized in fiscal year 2023 Q2 relative to Q1.
Given the timing of the headcount reductions in the quarter, we expect an additional CAD 5 million annual or CAD 1.3 million per quarter of additional salary savings. Based on the cost savings actions to date, we expect to exceed on the overall cost target of 10%. We continue to expect our ongoing operating costs to be within the 40%-50% range of revenue. Net finance cost for the quarter was CAD 38.4 million, compared to CAD 22.3 million in the Q2 prior year. The change is due to higher interest and accretion expense of CAD 14.6 million related primarily to the Ares credit facility, as well as a CAD 4.2 million non-cash impact from changes in the fair value of our convertible debenture.
As a reminder, IFRS accounting requires us to mark-to-market or fair value these instruments each quarter. We do expect this variability in our finance costs to continue. Acquisition, restructuring, and other costs for the quarter were CAD 15.6 million, compared to CAD 9.8 million in the Q2 of last year. The change is due to higher acquisition costs related to prior acquisitions, due diligence activity and additional restructuring costs incurred. A large portion of these costs relate to the proposed acquisition of Link. During Q1 fiscal year 2023, we announced the normal course issuer bid, and in Q2 of fiscal year 2023, we completed a substantial issuer bid. As Matt mentioned previously, between the two programs, we have purchased and retired 13.8 million outstanding shares for a total consideration of CAD 208.6 million.
This consists of 2.8 million shares under the NCIB program from October 1, 2022 through December 31, 2022, 10.3 million shares completed under the SIB, as well as 0.7 million shares subsequent to the quarter, which completes the NCIB. Turning to our balance sheet, as of December 31, 2022, we had approximately CAD 270 million of liquidity. This liquidity consists of cash, the revolving credit facility, and the delayed draw term loan. Based on fiscal year 2023 consensus, net of proceeds of assets held for sale and cash is currently 2.9x as of December 31, which we believe provides sufficient headroom along with our free cash flow conversion. We intend to continue to deploy that capital towards new acquisitions.
Also worthy to mention that our TM Group business is classified as assets held for sale during the three months ended December 31st, 2022. With that, I will turn it over to the operator for Q&A. Operator?
Thank you, sir. Ladies and gentlemen, we will now begin the question and answer session. If you would like to ask a question, please press star followed by the number one on your telephone keypad. If your question has been answered and you would like to withdraw from the queue, please press star followed by the number two. If you are using a speakerphone, please lift the handset before entering any keys. One moment please for your first question. Your first question will come from Robert Young of Canaccord Genuity. Please go ahead.
Hi, good morning. Maybe the first question, just a quick one on the TM Group. You said it was classified as held for sale. Is that still contributing through the income statement? I don't see anything bottom line there. Is that still?
Yeah.
Okay.
Hi, Rob, it's Frank here. That's correct, Rob. That's still part of the P&L, Rob, as it was not classified as a discontinued operation.
Okay. Maybe any update on the timing or, any update on TM Group divesture, you can provide would be helpful.
No disclosure there, just by what's in the public already.
I guess the next question I would ask is around the housing transactions. You gave a bit of an indication on the Canadian market, 38% decline in the quarter. Maybe if you could just give us a sense of what the U.K. and Australia were. I mean, you mentioned a little bit about the potential upside, but is there any signs of troughing or what would you be looking for as a sign that you've hit a bottom?
Well, I mean, look, we You can look at the public data available and what you're seeing is, it is clearly not the same decrease year-over-year or in the U.K. and Australia compared to Canada. Look, I mean, we remain optimistic that going forward, should there be
Any kind of normalization in Canada, that's what we kind of focused and provided Canadian numbers only just given the dramatic decrease you've seen in Canada, compared to other markets which I'll say are more stable, that you'll have a big pickup in revenue, which in turn will drop to EBITDA. If you go to slide six in the deck, we provided, I believe it's slide six, there's we provided public numbers for you.
Okay. On the best use of capital going forward, would you consider to be continue to be very aggressive on the buyback given, you know, where the valuation, you already highlighted the valuation's low in your view?
Look, we always, you know, step back and think, "Hey, what's the best use of your capital today?" You know, historically there's been a large focus on scaling and growing the business. And overall, you know, push comes to shove, I'd say our preference is to use our capital to scale the business, not to buy back stock. The reality is there's nothing cheaper we can buy than our stock today. Assets in our space don't trade where we trade, and so we've had to be flexible in our approach, which I think has so far proven to be the correct approach to it. I don't wanna rule it out, but it's not a primary focus of ours.
Okay. In the presentation, it said that you're focused on increasing growing subscription revenue. Can you just talk about your success there, whether you're going to take what you've done in Canada and expand that to other regions, U.K. and Australia, et cetera? I'll pass the line.
Yes. Second part of the question, yes, we are going to be expanding that to, you know, the other regions we operate. In regard to the first part of the question, you know, look, it's a focus of ours. We continue to put a lot of effort and activity into that, and we'll continue to do so going forward.
I think last time you gave a number around that, it was 31% I think of revenue in Canada was tied to minimum value contracts. Is that the full scope of subscription? I think there are other parts of the business that are within subscription. If you could just, you know, expand on that and give us a sense of what the full scope of the subscription is.
Yeah. The full scope of subscription revenue in our business is greater than that. You know, when you look at kinda annualized numbers, it's about CAD 50 million of subscription revenue across the business. This makes up a healthy part of that.
Okay. Thanks for answering the questions.
Your next question comes from Thanos Moschopoulos of BMO Capital Markets. Please go ahead.
Hi, good morning. Matt, now that, you're more focused on smaller tuck in M&A, can you speak to the ongoing opportunity to use more of your, you know, bandwidth and time to drive internal efficiency in the business? I mean, obviously, there's a restructuring program that you've called out, but as we think kinda longer term over the next year or two, are there other things you can be doing as far as, you know, better integrating your existing operations, leveraging technology and so forth to drive better improvement?
Yeah, no, it's a good question. You know, over the last 12 months, we were fairly preoccupied on the M&A side with the bigger unsuccessful Link transaction. However, what that gave us the time to do internally was focus on integration and making sure the business is the correct size, synergies are realized, and that the organization is structured in the appropriate way. We spent a lot of time over the last year doing that. I think you're seeing in our results today, I mean, we are the results of that.
For example, we have, you know, aside from our results, though, we also have moved from a geographical management structure to a function-based structure, which, you know, has resulted in better managerial performance over the business, you know, less layers of management, and just overall a more effective and integrated business. There's been a high degree of focus on integrating systems as well. You know, aside from standard stuff like accounting systems, like HR systems, you know, we've also had a big focus on putting and building out, you know, a single unified billing system for the entire company. A lot of that work has happened and has continued to happen. I wouldn't position it as either/or or mutually exclusive. We continue to believe that we have an effectively run business.
It is well integrated, and we can continue to do acquisitions while maintaining that.
Great. Next, kind of focusing on the near term, there's obviously a lot of moving parts and, no one has a crystal ball. Just thinking about the restructuring program, the recent tuck in M&A, and I guess the current state of the market and seasonality, would you think that, the March quarter should show maybe a sequential uptick from revenue and EBITDA we saw in the December quarter, or would that be hard to conclude conclusively?
I think it's hard to conclude today exactly where the March quarter will be. You know, again, I think we gave some color on the, and some guidance on the-- not guidance, some color and some insight into the cost base. As it comes to revenue, I think it's still a bit too early to tell.
Okay, fair enough. Just final one for me is, you're disclosing customer churn, which is great disclosure. Appreciate that. Just to clarify the calculation of that, would that just simply be customers who spent a dollar of revenue in the current periods versus a year ago? Or what would be the definition of the churn metric?
Yeah. It's correct. It's the previous period. We're taking, I believe, material customers, so customers over CAD 5,000 as we look at them.
It is measured over an annual basis. just wanna make that clear as I know some companies report churn on a monthly, but this is an annual basis.
Great. I'll pass the line. Thanks, guys.
Your next question is from Kevin Krishnaratne of Scotiabank. Please go ahead.
Hey there, gentlemen. Good morning. Just one from me. Looking at the geographical breakdown, the revenue in the U.K. was down a little bit more, you know, than we've seen in growth over the past few quarters. Can you just explain, you know, what was happening there? I think FX might have been a tailwind for you in the quarter. Can you just flesh out what you're seeing in the U.K. business specifically?
Yeah, I think we're. Again, the U.K. market has been down more than the Australian market, but not as much as the Canadian market, and that's being reflected, I think, in the numbers. I'd add to that, we don't have the same pricing power in the U.K. as we have today as we have in Canada. Our practice management business is smaller in the U.K. than it is in Canada. In Canada we've been able to kinda, over the last year, execute successfully, you know, fairly material and significant price increases, which have resulted in a higher price per unit that we sell our products to our customers for.
We've been able to, you know, despite a much worse downturn in the market than you saw in the U.K., still have the revenue performance you saw in Canada which was up. That's the dynamic we're seeing.
Is the like what drives your less of an ability to have pricing power in the U.K.? Is it, you know, as you bring potential Unity there and other products and, you know, better products into the U.K. market, could that change?
It has to do with our product mix from a product line perspective. We have a bigger data insights business in the U.K. than we do a practice management business today. A goal of ours is to keep growing that practice management business in the U.K., given the size of that market. Where when you look at the Canadian market today, we have a very big practice management business. It just has to do with product line mix.
Okay, got it. Maybe just, you know, you just mentioned the price increases that you've been doing in Canada. Can you remind us sort of, you know, relative to Q2 , where we are in Q3 in terms of, you know, where you've done pricing? Are there opportunities to come? How much is the base? Any sort of view you can give us on trends on pricing going forward?
Look, this Again, as I keep saying, this is a very healthy business that has pricing power. You know, we continue where appropriate to put forth inflationary plus price increases, which will enable us to have continued, you know, drive the business forward.
Okay. no, thanks. Appreciate the color. I'll pass the line.
Your next question comes from Stephen Boland of Raymond James. Please go ahead.
Morning, guys. I guess, two questions. First would be, when you talk about salary costs and reductions, and Matt, your comment on, you know, removing layers of management, I take that to mean if volumes increase, across the board in all the jurisdictions that stopping will not be required again. These are almost like permanent.
Yes.
like expense reductions. Is that the right way to think about it?
That's correct. When you think of our business, it's not like a lot of other businesses you see in the real estate space where there's bodies attached to it. This is a computer processing the vast majority of transactions. That's why we have such a low amount of cogs. We're able to scale the business up without adding more bodies. Yeah, we're a software business. These are permanent layers of management and permanent efficiencies we realize that we will not be replacing. With that said, as we buy companies, you do get headcount naturally from that, but there's revenue that obviously offsets that. Just for clarity, I want to mention that.
Okay, that's good. Maybe just if you can expand, you mentioned the function, but management now is more on a functionality basis as opposed to geographic. Can you just break that down? Like what are the layers of, you know, is there one person in charge of not just Do Process but of Canada? Maybe you could just explain what is the next layer of management.
Yeah. The way our business works is, you know, the key functions are we have operations, that has all the customer help desks and customer support functions that roll up into it for all products. That's function one. It's not broken down by Do Process or by SAI Global or by any other business we've acquired. We've integrated into organization structure the various support capabilities from an operational perspective. We have finance, we have sales, we have product, we have IT, which consists of both IT infrastructure as well as software development, we have communications and legal.
Okay. You have a single person for each of those functions that are doing it globally. Is that the way to think about it or close to being global?
It's close to global. The one jurisdiction we still have a managing director with a lot of kind of cross-reporting is Australia, just given the proximity with and the time difference. It's a very integrated and global functional management structure.
Okay. Just on the pipeline of M&As, appreciate you saying that you're probably gonna focus on tuck-ins. You know, have you seen, you know, compared to 12 months or 24 months ago, what the multiples are like? Is it rational or is it still, you know, nothing's really changed in that, you know, in sort of those what you saw in the past?
Yeah, I think we were hoping, you know, we talked about this last quarter and kind of towards the end of last fiscal year we reported September. We were hoping that, you know, we'd see more a decrease in valuations. That's just not happened. The reality is when you have, you know, in our industry, these businesses are, you know, software businesses that generate a lot of cash, and they go for high multiples, often high teen multiples, and that's reflectively paid. I think we don't see that changing to answer your question. I think, you know, we have a demonstrated ability to pay that and bring it down to a more reasonable multiple. You know, the multiples are definitely more kinda high teens than they are, you know, single digits.
Okay. Thanks, guys.
Your next question comes from Scott Fletcher of CIBC. Please go ahead.
Thanks. Good morning. A follow-up on the M&A for me. You mentioned obviously taking a pause from looking or at taking action on the larger deals, given the current backdrop. Is there a certain macro indicator or maybe level of housing market improvement where you would start to get more comfortable looking at larger deals, or is it more of a function of seeing the cash flow start to drop through once the transaction activity comes back?
Nobody's doing emails. Oh, there's five in there.
Michelle. Michelle, I think your line is live. Go ahead, Matt.
Sorry. Is there a metric we're looking at?
No, there's not. Look, as I continue to say, I mean, we continue to believe Adjusted EBITDA is the best metric when looking at this from a, you know, from a cash flow perspective, for many reasons. We talked about the non-cash reasons. There's also, you know, if you look at things that impact the cash you generate, interest is obviously one of them. No, to answer your question, there's nothing that per se, a hard metric. We're just being cautious in an environment where capital is tighter. You know, I think we're very confident in our ability to execute on what we do, but just be a little more cautious.
That's the kind of approach we're taking in a world where, again, capital is more expensive and it's harder to come by.
Okay, thanks. Then on the type of company you're looking at on the tuck-in side, would the idea there be to look at adding more subscription revenue? It seems like that's been the idea with some of the tuck-ins in the past.
Yeah. I mean, there's, look, there's pros and cons of subscription revenue. Obviously, you have less like the pricing power, though it's there, it's harder to execute upon, and it's less instantaneous than you'll get in a transactional business. Though you have the certainty attached to it for a period of time. Look, we obviously, when we look at what we're buying, I talk about tuck-ins, it fits in the three verticals that we have. Yeah, you know, if we can diversify away from real estate transactions, we think that's a positive thing. To do that also by subscriptions is helpful as well. Yeah, we obviously consider that.
Okay, thanks.
At this time, we have no further questions, so I will turn the conference back to Ross Marshall for any closing remarks.
Thanks very much, everyone, for joining us today. We look forward to updating you on our Q3 call in May. Have a great day.
Ladies and gentlemen, this does conclude your conference call for this morning. We would like to thank you all for participating and ask you to please disconnect your lines.