Good day, and thank you for standing by. Welcome to the ISC Earnings Conference Call for the Second Quarter of 2022. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question-and-answer session. To ask a question during the session, you will need to press star one one on your telephone.
You will then hear an automated message advising your hand is raised. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your moderator today, Jonathan Hackshaw, Senior Director, Investor Relations & Capital Markets. Please go ahead.
Thank you, Daniel, and good morning, ladies and gentlemen. Welcome to ISC's Earnings Conference Call for the quarter ended June 30th, 2022. On the call with me today are Shawn Peters, President and CEO, and Robert Antochow, Chief Financial Officer. This morning, Shawn will start us off by taking you through an overview of the quarter, as well as comments about the update to our annual guidance for 2022.
Robert will then provide some financial and operating highlights before passing the call back over to Shawn for some closing remarks. Before we begin, we would like to remind everyone that we will only be summarizing results today. The company's financial statements and MD&A have been filed on SEDAR+ and are available on our website. We encourage you to review those reports in their entirety.
I would also like to remind you that any statements made today that are not historical facts are considered to be forward-looking statements within the meaning of applicable securities laws. The statements may involve a number of risks and uncertainties that are described in detail in the company's SEDAR+ filings. Those risks and uncertainties may cause actual results to differ materially from those stated.
Today's comments are made as of today's date and will not be updated except as required under applicable securities laws. Today's conference call is being broadcast live over the Internet and will be archived for replay shortly after the call on the investor section of our website. I would now like to turn the call over to Shawn.
Thank you, Jonathan, and good morning to everyone joining us for today's call. Similar to this time last year, 2022 year to date has been a good first half for ISC that has been consistent with our expectations. We commented earlier in the year, we expected both our Registry Operations and services segments to be strong in the first half of 2022, and they have been, both performing well, irrespective of the prevailing economic environment.
This has been due to continued strength and momentum coming off of 2021 in the real estate sector in Saskatchewan, coupled with active and successful new customer acquisition and the expansion of transactions with existing customers and services. In some areas of Registry Operations, transactions have started to return to more normalized pre-pandemic levels.
We had forecasted a rising interest rate environment, while acknowledging that the rate hikes have been more aggressive than expected to combat inflation, we expect the land Registry will simply normalize to pre-pandemic levels during the second half of 2022, but will still be above 2019 levels.
We expect only modest fluctuations for revenue from the personal property Registry and the corporate Registry, while additional revenue from our new Property Tax Services line in Registry Operations will contribute positively to revenue for the remainder of 2022. In general, Registry Operations remains a solid contributor to our results due to the strong cash flow this segment generates on a consistent and regular basis in all economic environments.
In Services, during the quarter, we began integrating UPLevel customers into our core divisions, including PBSA customers onto Registry Complete in our Regulatory Solutions division, as well as the collection and accounts receivable management services into our Recovery Solutions. Year to date, Services continues to be the largest revenue contributor of our three operating segments.
Looking ahead, we expect Services to continue to deliver customer and transaction growth in 2022, fueled by continuous technology advancements, driving operational efficiency and new product innovation. This new product innovation includes the rollout of a pilot of our new Recovery Complete technology solutions in our Recovery Solutions division in the third quarter.
Recovery Complete is expected to deliver similar integrated benefits for Recovery clients that our search and registration clients have experienced after moving over to our Registry Complete platform. We expect this solution will provide improved customer experience and operational efficiencies.
As with elsewhere in the business, a continued focus on investments in people and technology to advance our growth is underway and will be important in expanding our product offerings to existing customers and acquiring new customers on an ongoing basis. In technology solutions, we expect to continue and to complete a number of solution delivery projects, some of which were delayed in 2021. Subsequent to the end of the quarter, I was pleased to announce the appointment of Susan Bowman as Head of our ERS.
The creation of this new role is expected to enhance business development, growth, and performance, as well as elevate the development of new Registry and Registry-related products and services. Again, as with our other segments, we'll be working with Susan to invest in people and technology, specifically in our sales and technology development teams, to support the business development and growth we are pursuing.
We're also pleased that the focus of clients and potential clients is returning to business as usual, and therefore, procurement activity and additional support work is underway, which should translate into new contracts for this segment in the near term.
The result is that we expect our core Registry Operations results to be consistent with our original guidance, but the combination of our acquisitions and the emergence of new business development opportunities in our services segment are expected to enhance our results for the balance of 2022. We've therefore updated our annual guidance for revenue to be between CAD 188 million and CAD 193 million, net income to be between CAD 29 million and CAD 33 million, and EBITDA to be between CAD 59 million and CAD 64 million in 2022.
When compared to our original guidance for 2022, which we provided in February, this represents an increase at the low end of the guidance range of 12% for revenue, 26% for net income, and 23% for EBITDA, which demonstrates the strength of the acquisitions we are making, as well as our focus on organic growth. With that, I would now ask Bob to summarize our financial and operating performance for the quarter.
Thank you, Shawn, and good morning to everyone. As Shawn said, our second quarter results were extremely strong, driven by a number of factors, but more specifically, revenue was CAD 50.9 million for the quarter, an increase of 14% compared to the second quarter of 2021. This was due to continued customer and transaction growth in services, specifically in the Regulatory and Corporate Solutions divisions, as well as by CAD 1.7 million of revenue contributed from the UPLevel business which was acquired in February of this year.
Registry operations also contributed to increased revenue as a result of one month or CAD 1.2 million in Property Tax Services revenue. Traditional Registry Operations revenue has remained relatively consistent year to date, with strong results achieved in 2021, including strong high-value transactions revenue of CAD 1.8 million in the second quarter.
Net income was CAD 11.7 million, or CAD 0.66 per basic and CAD 0.65 per diluted share, compared to CAD 6.5 million, or CAD 0.37 per basic share and CAD 0.36 per diluted share in the second quarter of 2021. The increase is due to increased revenue in services, additional contributed revenue from Registry Operations following the acquisition of Reamined, accompanied by reductions in share-based compensation due to a decline in the company's share price during the quarter.
EBITDA was CAD 20.5 million, compared to CAD 13.5 million for the same quarter in 2021, again, due to increased revenue accompanied by reductions in share-based compensation expense, resulting in strong margins across all segments and a consolidated EBITDA margin of 40.2% for the quarter compared to 30.4% in 2021. Adjusted EBITDA was CAD 19.2 million for the quarter compared to CAD 18.5 million in 2021.
The increase is due to stronger results from operations once share-based compensation and acquisition and integration costs are removed. These stronger results are driven by increased revenue offset by increased cost of goods sold and salary expenses.
Adjusted EBITDA margin was 37.8% compared to 41.5% in 2021. Free cash flow for the quarter was CAD 15.5 million, an increase of 73% compared to the second quarter of 2021 due to higher results of operations supplemented by a reduction in share-based compensation resulting from a decline in ISC share price. Turning to our balance sheet with respect to our debt as at June 30th, 2022, the company had CAD 81.5 million of total debt outstanding compared to CAD 41 million as at December 31st, 2021.
This increase was a result of additional borrowings related to the acquisition of Reamined during the quarter. Debt of CAD half a million dollars was acquired as part of the Reamined acquisition and is due to former shareholders of Reamined. The debt is unsecured and is non-interest bearing with no specific terms of repayment. It is our intention to repay this amount during the next fiscal year. Further details on our debt and our credit facilities can be found in our MD&A and financial statements.
After all this, as at June 30th, 2022, we held CAD 27.1 million in cash compared to CAD 40.1 million as at December 31st, 2021. Compared to our cash position of CAD 23.4 million at the end of the first quarter, you can see that our cash position is starting to grow again due to the strong free cash flow nature of our business.
Before I turn the call back over to Shawn, I'd like to finish by highlighting that we also announced yesterday that our board of directors approved a quarterly cash dividend of CAD 0.23 per share. That dividend will be payable on or before October 15th, 2022, to shareholders of record as of September 30th, 2022. I will now turn the call back over to Shawn for some concluding remarks.
Thanks, Bob. As I noted in my opening remarks, the business has performed extremely well so far in 2022. Again, while we acknowledge that we are currently in an environment of rising interest rates to combat inflation, we've demonstrated time after time and quarter after quarter the strength, the resiliency, the efficiency, and the opportunities for growth of this business in nearly any economic environment.
Our services segment is maturing and is providing us continued diversification such that we are no longer entirely reliant on one main segment for our performance. Services will continue to advance through new customer acquisition, as well as through the expansion of the products and services that we provide to existing customers.
Registry operations, now expanded with the addition of property tax services, remains an important part of our business, and it has proven to be an exceptionally robust business in varying economic environments. The results speak for themselves, and this business will continue to produce enviable bottom-line results in the years to come. Not forgetting technology solutions, I'm excited about the potential for this segment.
With expanded and focused leadership and a business development environment that appears to be shifting back into our favor, I look forward to realizing the growth we are pursuing in the quarters and years to come. The updated guidance for 2022 we announced yesterday is not by chance. It's a direct result of our pursuit of growth opportunities, our diversified range of services, and our focus on customer service, which has positioned us well for success in the short and long term.
To wrap up, I'd reiterate that there's much for our stakeholders to be excited about. We have an enviable foundation upon which we have built a healthy business, and we are optimistic about the future as we pursue our strategy to make each segment more efficient and to grow organically and more aggressively through the acquisition of accretive, complementary or value-adding businesses. With that, I'll now hand the call back over to Jonathan.
Thanks, Sean. Daniel, we'd now like to begin the question and answer session, please.
As a reminder, to ask a question, you will need to press star one one on your telephone. Please stand by while we compile the Q&A roster. Our first question comes from Scott Fletcher with CIBC World Markets. Your line is now open.
Good morning, congrats on the great quarter. I wanted to spend some time on Reamined. I'm just wondering if you could start by giving us an overview of what attracted you to the business and why you decided to move into that market. Then secondly, if you could maybe dig a little further on the growth and margin profile of the business going forward.
Hi, Scott. Thanks for the question. It's Shawn. You know, what attracted us to the business is, you know, really the similarity to our existing Registry Operations business. It's long-term relationship with government, providing key services, that really help the economy move forward. They're also fairly economically resistant, which as we've seen in our Registry Operations is consistent with that business. So it's really the same type of business that we pursue in Registry Operations and just a different way for us to grow that business.
We've traditionally and continue to look at outsourcing arrangements for running registries, but this is just another arm of that, where we're helping governments in long-term relationships. That's really what attracted us to it. The stable business and the margin profile are also attractive, which, you know, I'll maybe let Bob chime in on that part of the question.
Sure. Yeah, just to add on, Shawn, yeah, the growth is really stable growth. From a margin profile, you know, it's the reason we include in our Registry Operation segment. It has very similar margin profile to that operating segment.
Okay, thanks. Yeah, maybe I'll ask another question on the guide with the guide implying the EBITDA margins and EBITDA's accelerating faster than revenue in the second half of the year. Can you sort of help us understand where that maybe operating leverage is coming from or how the business is expecting to generate additional EBITDA and improve margins?
Yeah. Again, maybe I'll start, Scott. You know, part of that is the Reamined. As Bob just mentioned, it does have a strong EBITDA profile consistent with our Registry Operations. The new EBITDA that we're bringing on to that is at a strong margin. Some of that's also related to other opportunities we see in the business we think are both high EBITDA margin profile and us, you know, always looking at actively controlling our expenses.
We have been and continue to invest in people and technology, but that doesn't mean that we don't watch our expenses. Some of our updated EBITDA in the guidance is also focused on expense management.
Okay, maybe I'll finish with one last one. In the MD&A, the Reamined, the commentary around Reamined's revenues mentioned that it was expected to come in evenly throughout the year. Is that something we can just extrapolate the amount, the one month in the current quarter can sort of extrapolate that going forward? Is that a reasonable way to approach it?
Yeah, that's a reasonable way to approach it, Scott.
Okay, thanks. I'll pass along.
Thanks, Scott.
Thank you. As a reminder, to ask a question, you will need to press star one one on your telephone. Our next question comes from Trevor Reynolds with Acumen. Your line is now open.
Hey, guys. Just wanted a little bit of additional color on the recovery side of the business. We've seen a little bit of a pickup year-over-year, but what are you guys seeing, I guess, with rising rates? Are you starting to see things pick up a little bit from what we saw in Q2?
Morning, Trevor. Yeah, good question. We talked about this a little bit in the first quarter too. We had started to see a little bit of an increase in transactions, but pretty early. We're still of that view. We're only, you know, the second quarter into this rising interest rate environment. It's still a bit early. We are still seeing increased values in the recovered assets and that's certainly helping.
But the number of transactions, we haven't seen that trend yet shift into a real strong sort of environment. But that is potential, you know, to come as the interest rates take hold a little bit more and we get a little further into the year. But it does take a little bit of time for that trend to develop.
Got it. Just in terms of the performance for the first half of the year, like, and where you guys had guidance, like is this a significant outperformance of what you guys had modeled in for the first half of the year? Or is this, you know, just kinda wondering where the first half has come in relative to your expectations.
Yeah. No. It's actually, you know, we're pretty much right on where we expected. We, as, you know, as I mentioned, we expected the first half of the year to be strong with a bit of momentum from 2021, and that's exactly what's happened. We expected that in our Saskatchewan Registry business, transactions would start to normalize towards the middle part of the year, and that's exactly what's happening.
We're seeing that. We've already seen that start to happen in the second quarter, and we expect that will continue through the rest of 2022. As I said, you know, normalizing more back to pre-pandemic levels, but above 2019. Actually, we're pretty much right on where we thought we would be from a guidance perspective and from a performance perspective.
The change in guidance is really the addition, the acquisitions, the Reamined acquisition. We are seeing a little stronger transaction activity and growth in the services part of our business. It's really the combination of those two things that's resulted in us changing the guidance. One last comment, which I maybe should have mentioned. You know, as I said, we do see Registry Operations pretty much right on track where we thought it would be.
Having said that, high-value transactions are hard to forecast, and so we did see a little bit more of high-value transactions in the first half of the year. That's probably you know got a little bit extra in there for that. Other than that, transactions are largely playing out the way we thought.
Great. Then I'll ask one more here, I guess, before I pass the line over. Just on the technology side of the business. Obviously, this continues to recover, I guess, from COVID. Just wondering, like, ultimately, where you guys see this in a year or two. Does this get back to kinda where we saw the highs for this division in the past? Or, what's your kinda outlook on the technology side?
We haven't obviously provided any specific guidance on that, but I think you've summarized it well. You know, we were getting some real traction right before COVID hit. We'd seen good wins, good contract wins. We were seeing development really underway. As you said, we're now still recovering a little bit from that COVID. The addition of the new head of ERS with Susan in there, with a direct focus on growth and customer and development, we really do see that coming back to where we were and going further.
As I said, combined with that, we are seeing increased procurement activities and active RFPs out in the market now, which we haven't seen for a couple of years during COVID. We really do think that there's an opportunity to get that back pretty quickly.
Perfect. Then I guess just one last one here on the M&A pipeline and your available capital on the debt side of things and where you'd be willing to take leverage up to on any acquisitions?
It's Bob here. As you know, we've got a, you know, CAD 150 million credit line, you know, so with the CAD 80 million in debt we have now, we have some additional room on that line. Plus, with the shelf prospectus we filed the other year, we do have, you know, CAD 200 million of capital available through that for, I guess, funding if opportunities do arise.
Great. Shawn, maybe just what you're seeing in terms of the pipeline.
Oh, sure. Yeah. Sorry.
Thanks.
You know, we remain active in the M&A space. We've done two acquisitions this year. Our focus always is to make sure that we integrate those well. We talked a little bit about the integration of UPLevel in the quarter, and we'll be working on Reamined, although it's a bit more standalone. We're focused right now on good integration, but always looking for other opportunities where we can add value or enhance our customer experience. You know, the pipeline is still robust.
You know, the same methodology will always apply, that it'll have to be the right company at the right time, the right price. We are active in this space, and we're excited about what we see in that pipeline.
Great. Thanks for your time, guys.
Thanks, Trevor.
Thanks.
Thank you. Our next question comes from Steven Boland with Raymond James. Your line is now open.
Was there any part of the Registry business that was, you know, a positive surprise to the upside? You know, the one I pointed out was the large transactions in land title. That number seemed to be, I think from our discussions that, you know, that was gonna level down, like it was a sort of a pent-up demand and, it stayed pretty sticky through the last couple quarters, that one especially. Is there anything in the Registry business that was a surprise to the upside?
Yeah, I'll start, Stephen and Bob can jump in as well if there's anything I miss. I mean, you've captured and we've talked about that the high value transactions are a bit hard to predict, and those have, as you said, remained a bit sticky through the last couple of quarters. Those are probably a little higher than we thought. It seemed like a lot of those were pent up, and we'd seen a lot of them in 2021, so we weren't sure how those would continue. Those are a little stronger.
I would say the rest of the business is actually performing as we expected. The one thing that's probably stayed, pricing has stayed up, fairly well in Saskatchewan. Volumes and transaction levels are sort of where we expected. They are starting to normalize. You know, Saskatchewan real estate, the forecast right now, we're seeing obviously a decline year-over-year, and that's not unexpected, given 2021 was kind of a record year.
We're not forecasting or any of the associations forecasting, you know, 20% or 40% drops in transactions in Saskatchewan. That's just not how it's gonna happen. I think, transactions are where we expected, but the positive, upside to answer your question is really the high value transactions and maybe the fact that pricing has stayed up, relatively well through this period.
Okay, that's good. Maybe we could just go to the credit facility. Can you remind me, one, you know, who's it with? You know, the terms are extremely favorable to you guys in terms of unsecured, non-interest bearing, no specific terms of repayment. You have this intention of paying that down, the CAD 40 million I think that you just used. What's the rationale behind that to be part of, I guess, part B of that question?
Yeah, I can start on that maybe, Stephen, just from the history perspective and then let Bob jump in. If I think I got your question right. You said what's sort of the terms that are in our favor? I would say, you know, that's with two of our large banking partners, and they see the stability in the business. The favorable terms that we have on that are because of the really strong, stable business. You know, it's a great asset to lend against, and that's really helped us on the term side.
You know, our intention is to repay it as we have in the past fairly quickly because of the strong cash flow, but no specific repayment terms, I think because both banks are very comfortable with the business. Is that? Does that answer what you were asking?
Well, I'm just curious, like if it's non-interest bearing, like how do they make like what's in it for them, I guess, the point?
Yeah, Stephen, it's Bob here. Yeah, it's just the additional debt that we took on with Reamined that's non-interest bearing. You know, our facility is our credit facility is interest bearing. Sorry, maybe that didn't come out clear in the previous section. We did renew it last year for five years. You know, we're just into the first year of that now, so.
Okay. You said it's two Canadian bank partners. That's correct?
That's correct. Yep.
Okay. That's all I have. Good quarter, guys. Thanks.
Thanks, Stephen.
Thank you.
Thank you. Our next question comes from Jesse Pytlak with Cormark Securities. Your line is now open.
Hey, good morning.
Morning, Jesse.
Just, on the Services business. You've obviously had very strong organic growth there. Can you just give us a sense on how much of that is coming from new customer wins versus just larger share of wallet among the existing base?
Yeah, good question. I'd say it's a pretty good mix of the two. We are seeing fairly continual and regular new customer acquisition in that space. But as we converted over the last year our customers to the Registry Complete platform, that platform does offer them a wider range of services. We are seeing some good pickup from existing customers on those additional products and services. I don't have a specific percentage to quote you, but it would be pretty balanced, I think between the two. Bob, I don't know if you have any other thoughts.
Yeah. I'd agree. It's pretty balanced, Shawn. Yeah.
Okay. Just as a follow-up on that, like were there any really chunky customer wins this quarter in particular?
No, nothing that we would talk specifically about. No.
Okay. That's all for me. Thank you.
Thanks.
Thank you. Our next question comes from Paul Treiber with RBC Capital Markets. Your line is now open.
Thanks very much, and good morning. Just wanted to focus in on Registry Complete. You mentioned that you rolled out last year. You know, how penetrated is that product within your installed base? Secondly, related to that is, you know, how much uptake has there been of adjacent services through that platform? Meaning, you know, what's the opportunity remaining to go to sell additional services through that platform?
Yeah. Good question, Paul. I would say that the platform is now pervasive across all of our customer base. We may be 100% at this point or very close.
Very close.
Yeah, very close to 100%. We might have a couple of customers that haven't yet migrated over to it. We're still early in that, like a lot of that migration has happened over the last year, so we do think there's still additional uptick from existing customers on the products and services. But a lot of those are also transaction-based, so it's a new product and service, and we're picking up all of their transactions in that new product and service.
I couldn't answer you with a specific percentage on how much uptick is left in the customers, but we do see that there is still continued growth there. We'll be, you know, as I said in my comments, we'll be looking to add additional products and services over the course of time, to make sure that that continues.
Okay, that's helpful. Looking at Recovery Complete, is that a similar strategy as Registry Complete? Do you think you would also see similar, you know, cross-selling of adjacent products and services, you know, as upgrades to Recovery Complete happen?
Yeah. It absolutely is the same strategy, Paul. We see a couple things in that. One is operational efficiency. Now, the Recovery Solutions business is already very high margin business and pretty efficient, although we still had a lot of people, like a lot of places where people would interact with the system. What Recovery Complete is gonna do is try to automate some of that, particularly around the reporting to our customers. It's gonna improve reporting to customers.
It'll improve the ability for customers to interact with their files and get data out of that, which we hope will ultimately result in additional transactions coming our way. It also does have the additional products and services, the accounts receivable management, so sort of the residual balance, either front-end collections or residual balance that we hope some of the customers will pick up on as well.
Just a small one, just on the accounting for Recovery Complete, is it gross and is there that same dynamic with gross versus net, like you saw with Registry Complete?
Recovery Complete, or sorry, for the Recovery Complete, most of the business and Recovery Solutions is, you know, a good chunk of that revenue is commission-based, so it's really a net, if that helps.
It will remain that way even with Recovery Complete?
Well, we will see some shift, but the largest portion will be related to the, you know, commission earned on the, you know, sale of the recovered assets or on the collection of receivables. Yeah. Yeah.
Okay. Thank you for taking my questions.
Thanks, Paul.
Thank you. I would now like to turn the conference back to Jonathan Hackshaw for closing remarks.
Thank you, Daniel. With no further questions, we'd like to once again thank everybody for joining us on today's call, and we look forward to speaking with you again when we report our next quarter, being the third quarter. Wish you all a good day. Bye-bye.
This concludes today's conference call. Thank you for participating. You may now disconnect.