TSE:DND Dye & Durham Q1 2025 Earnings Report C$9.90 +0.19 (+1.96%) As of 06/12/2025 04:00 PM Eastern ProfileEarnings HistoryForecast Dye & Durham EPS ResultsActual EPS-C$0.14Consensus EPS N/ABeat/MissN/AOne Year Ago EPSN/ADye & Durham Revenue ResultsActual Revenue$119.93 millionExpected Revenue$120.30 millionBeat/MissMissed by -$370.00 thousandYoY Revenue GrowthN/ADye & Durham Announcement DetailsQuarterQ1 2025Date11/7/2024TimeN/AConference Call DateThursday, November 7, 2024Conference Call Time5:00PM ETConference Call ResourcesConference Call AudioConference Call TranscriptSlide DeckInterim ReportEarnings HistoryCompany ProfileSlide DeckFull Screen Slide DeckPowered by Dye & Durham Q1 2025 Earnings Call TranscriptProvided by QuartrNovember 7, 2024 ShareLink copied to clipboard.There are 10 speakers on the call. Operator00:00:00Good afternoon. My name is Constantine, and I will be your conference operator today. At this time, I would like to welcome everyone to the Dyer and Durham First Quarter Fiscal 2025 Earnings Call. I would now like to turn the call over to Hass Hirji, VP, Investor Relations of Dyandurham. Mr. Operator00:00:16Hirji, you may begin your conference. Speaker 100:00:20Thank you, operator, and good afternoon. Welcome to the DyneDerm 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 Dyne Durham and its businesses and disclosure regarding possible events, conditions or results that are based on information currently available to management to 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 Zienturham assumes no obligation to update or revise them to reflect events, disclosures or circumstances except as required by applicable securities laws. Speaker 100:01:14Such 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 face undue reliance on these statements and information. Please refer to the forward looking statements and information in future oriented financial information section of our public filings, without limitation, our MD and A and our earnings press release issued today for additional information. Joining us on the call today are Matt Proud, Dione Durham Chief Executive Officer Frank D'Alesso Dione Durham Chief Financial Officer and Yves Danault, Chief Executive Officer of our Financial Services Division. Speaker 100:02:02A question and answer session will follow the formal remarks for research analysts. I'll now turn the call over to Matt for opening remarks. Speaker 200:02:11Thanks, Hass, and good afternoon, everyone. Since going public in 2020, we built a leading software company that specializes in serving 2 large and growing end markets, legal practices and financial institutions. We've built significant scale within those 2 end markets with leading positions in our core markets of Canada, the UK, Ireland and Australia. We have more than 60,000 customers across the world and more than 100 including more than 100 of the largest financial institutions in Canada and Australia using our financial technology solutions. First, I want to address some news that came out today. Speaker 200:02:50Earlier today, the Canadian Competition Bureau issued a press release, which I'm sure many of you had had the chance to read. Let me address this directly. We built a strong business that is the envy of many in the market. I'd like to be clear, the Competition Bureau is investigating market access to some of our products, not price. To give you background, we've been in communication with the Competition Bureau on many issues, including this one of interoperability of our product sets with our competitors since 2020. Speaker 200:03:23Today's press release is by no way a finding of wrongdoing as is stated by the Competition Bureau themselves. While we can't speculate on the outcome at this stage, it's important to note a a number of investigations have been opened where no revenue was ever applied. This includes large companies such as Apple, EndCare, Pfizer, Jason, Corp and Inputs. We remain confident in the integrity of our business practices, which align with the software industry and standards. This investigation does not restrict our strategy or operations, including the ability to freely set our price products. Speaker 200:04:01These length these processes can be usually multi year years and take if not take longer. Now turning the results to the now turning over the results for the quarter. Our business fundamentals are strong and we're seeing the early signs of the macro environment conditions improving could result in accelerated growth for us. We generated $120,000,000 of revenue $66,000,000 adjusted EBITDA during the Q1 and $485,000,000 $255,000,000 respectively the last 12 months. Our consistent performance and the scale we've built in the past 4 years is a function of a sound strategy and a go to market approach to delivering results. Speaker 200:04:42But it starts before that. We have good results today because we have a world class team delivering those results. You'll hear from Frank and me regularly. Last quarter, Martha Valens joined us on the call. This afternoon, we've asked Yves DeMon, CEO of Financial Techs Business to join us to describe our Financial Technology business. Speaker 200:05:01It's a business of scale. In the Q1, it represented 20% of our total revenue, which we want to own is larger than many of the technology peers listed in Canada. It's also bigger than the business we took public in 2020. Over the course of the past 2 years, we've purposely changed our go to market approach to move from a transactional based business to contracted business, leading with our software solution and minimum contract value approach. Its strategy is working. Speaker 200:05:32We continue to deliver organic growth, which is over 5% in the quarter and our churn rate is low at under 4% with no customer concentration. Additionally, 54% of the business consisted of annual contracted revenue and within that 32% of total revenue was annual recurring revenue as of the end of our Q1. ARR reached $156,000,000 as of the end of September, which represented growth of 43% year over year and is 3 times the level from just 2 years ago. The growth we delivered in these two key metrics provide greater certainty and transparency and aligns with our ability our business to generate consistent free cash flow. While we invested heavily in previous years to build out the product suite to where it is today, I heard clearly a year ago investors' desire to see the business deliver levered free cash flow. Speaker 200:06:26The teams worked hard over the last 12 months on doing this. Levered free cash flow was $28,000,000 in the Q1, an improvement of over CAD34 1,000,000 from the same period last year. This improvement is ahead of our plan based on normal course business. Dye and Durham provides mission critical technology to law firms and financial institutions. They rely on our technology to perform day to day tasks and transactions frequently and oftenly spend their days in our applications. Speaker 200:06:54Legal technology represents a large addressable market that is forecasted to grow at 10% through 2,030. Law firms are focused on driving productivity gains and increasingly complex higher volume workflow. The adoption of new technologies to support these workflows and reduce costs plays directly into our offering. Today, we're well positioned across tens of thousands of customers. We're looking for streamlined workflows delivered through central dashboards and we invested significant sums of money to make this a reality for customers. Speaker 200:07:26This is paying off. Our Unity Global platform provides customers with interoperability between different workflows and tasks through a single sign on in a single platform. Whether they're looking to convey a real estate matter, draft a will for a customer, help someone manage an estate, onboard new clients, seamlessly perform account measurements or diligence or business manifestations Dine Durham can help. Unity is where the market is going. We've already built and deployed the leading platform. Speaker 200:07:55Unity brings together all the tools a small and medium sized law firm needs and requires to run their practice. This saves our customers time and money and provides real operational cost efficiencies as well as the latest technologies in the market. This includes a real reliance on AI. We're focused on adding functionality for our existing customer base and driving increased adoption within that base. In Canada and in Ireland, we've already served the vast majority of that market. Speaker 200:08:22So further penetrating our existing customer base is a key driver. In the UK and Australia, in addition to driving usage across that same existing customer base, we're also looking to drive adoption with new users. We believe new users will be attracted to the superiority of Unity and this will really help us win in the market. Now moving to our FinTech business platform, I'm going to pass the call over to Yves, who's going to talk to you more about that business. Speaker 300:08:51Thank you, Matt, and good afternoon. Our Financial Solutions division operates globally as one business serving more than 100 leading financial service providers in Canada and Australia. It is being managed with a distinct focus beyond the core legal software that's traditionally known as Dine Durham's core offering. Today, financial solutions, as Matt mentioned, represents a little over 20% of Dine Durham globally. What we do in a few words, we empower financial service providers through integrated technology solutions that connect them to critical partners supporting the bill and tax payment and home buying journeys. Speaker 300:09:35We also provide leading credit unions and alternative lenders with managed banking services. The consistent reliable business with a strong value proposition and with virtually all revenue secured under long term contracts. We're pleased with our performance in the Q1 of fiscal 2025 and we're seeing year over year revenue growth of more than 20%. Let me briefly expand with a few more details about the business. We serve customers broadly across 3 segments banks, credit unions and alternative lenders and others. Speaker 300:10:14We have long standing relationships with all the large banks in Canada and Australia. Although we already partner with many of the leading credit unions, there's definitely more that we can do here and we believe that this segment presents us with good opportunities to acquire new customers. The 3rd group is alternative lenders and fintechs. Think of retail focused finance providers like Canadian Tire, alternate lenders such as Goeasy and Challenger Banks. This is a growing and dynamic segment with demand for our solutions. Speaker 300:10:50We're excited about the number of positive conversations underway in our pipeline and have landed recently some good wins, such as the announced National Bank Mortgage Discharge Service. We run a platform as a service model and our platforms provide end to end solutions, which includes customer onboarding, customer support and a fully contained technology infrastructure that makes things simple for financial service providers, allowing them to focus on their core business. Our level of integration is such that in many cases, our platforms are seamless extension of our customers' value proposition and brand experience. And their end customers rely on us every day to complete important transactions and move funds. That's a responsibility that we take very seriously. Speaker 300:11:43Our 30 plus year relationships with several of the largest FIs is a testament to the trust placed in our solutions. We continually invest to ensure that our technology solutions are reliable, secure and compliant with the highest standards to ensure the efficient and cost effective fulfillment of mission critical financial transactions. And most of our revenue drivers are transactions. Some examples, if a customer uses online banking to make a bill payment or if a small business is remitting taxes to the Canada Revenue Agency using our tax platform or if a bank is sending mortgage instructions to lawyers or the execution of a property settlement. These transactions happen in large numbers, consistently regardless of economic cycles and provide us with a reliable source of recurring revenue. Speaker 300:12:35In summary, we have a strong value proposition that's anchored by long standing relationships. We have deep integration with our customers and high quality and robust solutions. Our technology platforms are reliable and trusted and for the most part we're able to offer them to financial service providers as standard industry wide digital infrastructure, which makes this business very scalable. Thank you. And with that, I'll turn it back over to Matt. Speaker 200:13:04Thanks, Yves. Before turning over to Frank, it's important to address a few matters. Today, with the news in the Competition Bureau, we got a lot of inbound calls from shareholders and stakeholders asking, how do I quantify what this is? Repeat again. We don't believe we have done anything wrong here and this is not a finding of guilt. Speaker 200:13:25It's just an investigation. That said, to help give people reference, the Bureau provides guidance with respect to the process and potential outcomes on its website. Again, while we fully believe we've done nothing wrong for abuse of dominance, the maximum penalty range up to 3% of revenue, which in our case is somewhere between $10,000,000 to $15,000,000 again. Last month, we announced that we expanded the scope for our previously announced strategic review process to consider additional opportunities to enhance shareholder value. I'm required to mention that no assurance being made that this process will result in a transaction nor offer nor any assurance of outcome or timing. Speaker 200:14:06What we've said publicly is that we believe a takeover involving a 0 premium is not in the interest of all shareholders and stakeholders. We will continue to work constructively with all shareholders to engage thoughtfully for the benefit of all stakeholders towards the execution of our strategy and to drive value across the business. And to that end, last month we continued with our process of Board renewal with the appointment of Luke McCormick to the Board of Directors in connection with our cooperation agreement with Black Sheep. Luke is an experienced investment manager with expertise in capital allocation and B2B Software as a Service Companies. Luke represents the 3rd new member appointed or elected in the past year on the Board of Directors, a board the total 7. Speaker 200:14:57We have a clear growth strategy to drive value for shareholders that we believe is working. The activist attempt at a wholesaler place on the Board and management team puts this extraordinary track record and future trajectory at risk. Let me spend a moment to explain the trajectory that we are seeing we are on and what we're seeing. In Q2, the current period, we're currently experiencing accelerated growth. October preliminary results were the best on record for this month with double digit revenue growth. Speaker 200:15:28We expect the current quarter to be one of the best on record as well. Now I'll turn it over to Frank to discuss the financials. Speaker 400:15:36Thank you, Matt, and good evening, everyone. This afternoon, we reported our Q1 2025 results. Our results continue to demonstrate the underlying strength of our diversified business and its ability to deliver strong free cash flow performance. This strength is underpinned by our annual recurring revenue, which continues to grow and as a result reduces the reliance on real estate transactions. Our annual contracted revenue remains robust, driven by both our practice management and our payments infrastructure service lines. Speaker 400:16:10Revenue exposed to real estate transactions globally in Q1 was 48% compared to 49% in the same period of fiscal 2024. Seasonally, fiscal 2024 followed by fiscal Q1 are our strongest seasonal periods for real estate transactions. Revenue exposed to real estate transactions in Canada was only 25% compared to 27% in the same period of last year. Our actual exposure to real estate transaction is even lower than the 25% as the Canadian figure includes refinancing transactions. Annual recurring revenue contracted was 32% as of September 30, 2024 compared to 25% at the same point in the prior year. Speaker 400:16:51Keep in mind, there are components of our revenue which we do not include in ARR, such as revenue from contracted overages and other revenues under contract of service agreements. These are included in annual contracted revenue, which was 54% in the Q1 and including ARR compared to 46% in the prior period year. We reported revenues of $120,000,000 up 5% compared to the corresponding period in fiscal 2024. We're taking into consideration the sale of TMG in August of 2023. Revenue wasn't changed in Q1 including the impact of TMG in the prior period. Speaker 400:17:30Organic growth in the Q1 was 1% compared to the same period in fiscal 2024 and was 5% net of the impact of revenue adjustments, primarily related to the recognition of revenue relating to new 3 year contracts following acquisitions made in the preceding 12 month period. We generated adjusted EBITDA of CAD65,900,000 in the Q1 of fiscal 2024 compared to CAD68,700,000 in the same period of fiscal 2024. We continue to maintain our strong EBITDA margins coming in at 55% in the quarter, which is in line with our target range of between 50% 60%. Total adjusted operating expenses, which include direct costs, technology costs, G and A, sales and marketing were CAD54 1,000,000 for the quarter or 45 percent of revenue. Direct costs increased by CAD5,500,000 this quarter, mainly due to new reseller relationship agreements signed in the UK during the period, higher than anticipated third party data costs in the UK, which we are active looking to in source and an impact from acquisitions in the prior period. Speaker 400:18:41Excluding the impact from acquisition divestitures and direct costs, adjusted operating expenses for Q1 2025 decreased by $2,800,000 with cost reductions being utilized when compared to the prior year. Net finance costs were CAD21 1,000,000 for the Q1, down 41% compared to CAD35 1,000,000 in the corresponding period of fiscal 2024. The improvement in Q1 was primarily due to favorable unrealized foreign exchange impacts, particularly from our U. S. Denominated debt, as well as a net favorable revaluation impact on the embedded derivative asset. Speaker 400:19:20We also incurred lower interest costs and reduced the total holdback owing resulting in additional favorability. Adjusted finance costs, which adjust for these changes in fair values and settlement losses was CAD30 1,000,000 lower by CAD7 1,000,000 versus the prior Q1 period, which primarily reflects the savings from our refinancing transactions completed in April 2024 and the positive interest spread earned on our 2026 convertible debentures. Acquisition instructions and other costs were $8,700,000 for the Q1 compared to $6,400,000 in the prior period. We believe we could deliver additional improvements in this cost over time as we take additional actions to complete integration activities and increase our overall cash flow performance. Leveraged free cash flow was $28,200,000 in the 1st quarter, an improvement of $34,500,000 compared to the corresponding period in fiscal 2024. Speaker 400:20:18This improvement includes savings achieved in the reduction of capital expenditures, lower net interest costs, as well as an increase of $5,100,000 in cash flows from operations, mainly as a result of improved working capital. Even if we include the accrued bond interest, which was paid in October 2024, leverage free cash flow would have been approximately $12,000,000 an increase of $19,000,000 year over year. Now turning to our balance sheet. Our net debt stood at approximately $1,320,000,000 as of September 30, 2024, which has been reduced by approximately $49,000,000 since June 30, 2024. As a result of strong cash flows in the quarter, we made a voluntary payment of CAD 20,000,000 towards the term loan facility. Speaker 400:21:08In addition, we aligned our cross currency swaps to maintain an CAD 85 fixed interest rate hedge and 100 percent foreign exchange hedge, which protects us against volatility between the Canadian and U. S. Dollar. Lastly, effective July 1, 2024, we are acquired by IFRS to classify all of our outstanding convertible debt as current and with this adoption of IAS 1, we have recasted the prior year's balance sheet prospectively. The maturity date of our convertible debt remains unchanged with no modifications to any terms. Speaker 400:21:43We have $185,000,000 of restricted assets and investments earmarked for the original debentures, which are classified as non current assets. While this creates an accounting mismatch, there is no such discrepancy in substance. We understand the importance of reducing our leverage and we have set a target to reduce it below 4 times net debt to adjusted EBITDA by suspending significant M and A activity and to move a level of M and A activity that supports a long term target range of 2.5 times to 3.5 times. That said, we have sufficient resources to manage our debt. The business generates strong sustainable cash flows. Speaker 400:22:23And with that, I'll turn it back to the operator for Q and A. Operator00:22:29Thank you very much. Ladies and gentlemen, we will now begin the question and answer session. Your first question comes from the line of Robert Young from Canaccord Genuity. Please go ahead. Speaker 500:22:59Hi, good evening. Thanks for the context around the Competition Bureau announcement. One thing in there that might be worth clarifying. You said that the elements of concern are not pricing, but market access. In one of your releases today, you said that it was subscription contract terms, discounted pricing and product suite offerings. Speaker 500:23:22And maybe if you could just elaborate on those two things and maybe give us just a little more context there, if you could or clarify the difference there? Speaker 200:23:32Yes. No, thanks Rob. I appreciate the question. I was referring to there's been some reference that may be related to price increases and that was not the case. It's related primarily to interoperability and length of contracts, etcetera bundling. Speaker 200:23:48So that's what I meant there. Speaker 500:23:50Okay. Thank you. I think you just noted, Frank, suspending M and A. And I think looking through the financials, there was an acquisition in the quarter. I believe that was the M and A announced in the subsequent events last quarter. Speaker 500:24:06Is there anything new that's unannounced, any new on any M and A? And if you could clarify the relative priority between debt pay down and tuck in M and A, that would be helpful. Speaker 200:24:20Yes. Thanks Rob. There was no additional M and A in the quarter. And look, as we said before, we're focused on deleveraging the business. So that's our primary focus today and will be our what we're spending our time trying to achieve. Speaker 500:24:36Okay. Last question for me. Can you give us any sense of timing around the circular when that might be out? And then I'll pass the line. Speaker 200:24:48It will be over the coming weeks. Speaker 500:24:51Thanks. I'll pass the line. Operator00:24:56Your next question comes from the line of Thanos Moschopoulos from BMO Capital Markets. Your line is now open. Speaker 200:25:03Hi, good afternoon. Your revenue in Canada was Speaker 600:25:07down year over year and that's despite the strong growth Yves is seeing in his business. Can you clarify what drove the decline? Speaker 400:25:17As Tayo said, it's Frank here. So we did mention in this part of the organic revenue story that there was some new 3 year contracts that were entered into in the prior year. And so those primarily related to contracts signed in Canada. Speaker 600:25:36Okay. So basically a tough year over year comp in that regard? Speaker 400:25:40Correct. Speaker 200:25:42Yes. Speaker 600:25:43The gross margin was lighter. Was that a function of the expense factors you called out, such as the higher third party data costs? And if so, over what time frame would you try to work that back up to historical levels? Speaker 400:25:59Yes, that's something that has been hitting us over the last fiscal period. So we are actively trying to address that and reduce those costs accordingly. But as I mentioned in my script, we do still expect our target adjusted EBITDA margins to remain in that 50%, 60% range. So while we try to reduce those costs, that's still the applicable range. Speaker 600:26:30Okay. Then maybe finally just expanding on Matt's comment regarding the strong month of October. Is that a function of just higher transaction volumes? And if that's the case, what geographies are you seeing that in? Speaker 400:26:47Yes, Thanos, I could address that. So, yes, in October, I mean, as you heard in some of the news outlets, we are they have commented on the stronger transaction volume that they're seeing in some of the larger urban areas in Canada such as Toronto, Vancouver. So we have seen that in our results as well. And so with that, with the continued strength of the financial services business and ARR growth, we are seeing all that transpire into a good uplift on record. Speaker 200:27:27Great. That's the line. Thank you. Operator00:27:32Your next question comes from the line of Kevin Criscianther from Scotiabank. Please go ahead. Speaker 700:27:39Hey, good evening. And Matt, thanks as well for the more color that you gave on the Competition Bureau. Just a couple of rounding out questions there. I know you mentioned and on the Competition Bureau website, they detail the max monetary penalty $10,000,000 to $15,000,000 But in a case where, say, the CB does find you that you're required to pay that, can you talk about like the next steps? Would you be required to then provide some remedies with those partners, the integration work? Speaker 700:28:07Can you just talk about sort of the next steps, if it were to go down that route? Speaker 200:28:15I appreciate the question. Look, it's really hard to speculate on that. I mean, at this point, all the competition bureaus done is asked us for data. That's what we're really talking about here, a data request. So it's far too premature to kind of get into hypotheticals about what could happen. Speaker 200:28:32I mean, nothing could happen, which is often the case if you look back at what happens in all these type of transactions. So we're going to work with them, provide the data and be very cooperative to make sure they get all the information they need. Keep in mind, unlike yourself and some of our investors who are experts on our space and our business and our industry, they're not. So part of this process is bringing them up to speed and helping them understand what we do and how our business works. And look, we're confident that at the end of the day, we've done nothing wrong and we hope they reach the same conclusion once they have the data to do Speaker 700:29:08Okay, great. That's super helpful, Matt. Maybe one for Frank. Can you talk about some of the maybe puts and takes on free cash flow for the upcoming quarter? I know we've got semiannual interest payment as well, so the deferred payment that will come through. Speaker 700:29:25But maybe, I know you mentioned in the script $8,700,000 of cost integration costs in Q1 with a view to that moving down in time. But does the strategic review have any considerations for expenses that we may see through that line? Speaker 400:29:46No, I don't there's nothing material there on strategic review in terms of free cash flow impacts. I mean, obviously, the continued integration of our business will bleed into Q2. Keep in mind that one of the factors of the increased cost that we've seen in Q1 relative to Q4 prior period is some of the money we're spending on the activist activities through legal and through our communications firm. So that likely will continue. But you did hit on the major ones, which is the bond interest, which has been paid. Speaker 400:30:28And that's a bit of anomaly because it impacts the last two quarters. So that one there, you could do the simple math on that and that's the biggest change between the previous two quarters and what we expect for Q2. Speaker 700:30:43Got it. Maybe just one last one just on the 3 year revenue recognition from a year ago. I think it was something like $6,000,000 last year, dollars 1,000,000 this year. Is there any more of that year over year tough comp in the upcoming quarters or Speaker 400:31:02was that kind of it? Speaker 200:31:05Hey, Janice, it's Matt. Happy to kind of take that one just from a process perspective. So when we bought Ghost Practice, they had a small Canadian business that had a desktop component. Part of our integration process is to move business we buy when there's subscription from either month to month or 1 year contracts or 3 year contracts. And that results in this case, as one time revenue. Speaker 200:31:29It happens from time to time with some of the smaller desktop based stuff we have around the business. But it's a very, very small part of our revenue to be clear. And the vast, vast majority is kind of cloud based, vast majority cloud based revenue. So I hope that provides some context on why from a business perspective, What happened there? We thought it was important to show it on a like for like basis though, so you could see the true performance of organically of the business. Speaker 200:31:57But Frank, I'll let you add what I missed there. Speaker 400:32:01Just the only other so I mean these 3 year contracts, they are billed on a monthly basis. So while the recognition has happened in the prior year, we do get the benefit of of the cash that is coming in and you'll see that positive impact in our working capital for Q1. Speaker 700:32:19Got it. That's super helpful. Thanks a lot. I'll pass the line. Operator00:32:25Your next question comes from the line of Stephen Bolland from Raymond James. Please go ahead. Speaker 800:32:34Matt, you said something in your prepared remarks that you've dealt with the Competition Bureau before over the years on different matters, but I don't think I've seen them actually press release an investigation. I'm just wondering what I presume you knew this was coming, but I'm just curious what's different do you think this time than the conversations you've had in the past? Speaker 200:33:03When you say that you've not seen the press release, are you speaking in regards to Giant Durham or in regards to any other companies, just sort of for my clarity? Speaker 800:33:10No, I think you said you've dealt with the competition bureau in the past. Yes. And so Yes. Press release out before on specifically you. So I'm just wondering what's different. Speaker 200:33:24Yes. Look, I mean, there has been media reports about the Competition Bureau having conversations with us in the past. And we may have commented on it. The difference here is, as I said to Kevin earlier, they're going through a process to learn about our business and collect data. We've been very collaborative with them so far and provide them data, but there's a formal process they have to go through as Speaker 400:33:50they get in Speaker 200:33:50order to get more data and they part of their practice is to announce that to the market. So again, we somewhat perplexed by the reaction today to it. We want to help the Bureau learn more about our business because we end of day don't believe we've done anything wrong. We have a great business. Speaker 800:34:10Okay. And then apologize for my lack of you said there was some pressure on some elevated costs on new reseller agreements. I'm not maybe somebody could explain that to me. Speaker 200:34:24Yes. We entered into a new contract with a customer of ours in the UK who's reselling our products on our behalf and that resulted in elevated direct costs. The other item that to take into account there is one of our data suppliers increased our price and we're actually working to kind of use one of our internal suppliers 100%, I. E. A product we own versus theirs. Speaker 200:34:48And then in the coming quarters that should bring down that direct cost as well. So those were 2 of the main drivers. Speaker 800:34:56Okay. And then I know you probably can't answer this, Matt, but I'm going to ask it anyhow. Heading into this meeting in 5 or 6 weeks it is now, I mean are you confident? Can you talk about I know you say that you've been working with all your shareholders, which is good to hear. But obviously, this is going to come down to votes if it does come down to that. Speaker 800:35:24So I'm just wondering how you're feeling going into this meeting, if you can answer it. Speaker 200:35:33It. It's a fair question. Look, I like to stand behind our performance that we've achieved. I mean, where we're going, and our strategy. And I think the numbers prove that it's working. Speaker 200:35:51We don't want to have this contested election. We never have. We've always been willing to compromise with the facade, as we think it's silly and a waste of time and money. That said, we ask the shareholders to kind of judge us on our performance and our merit. And based on that, we think we'll succeed. Speaker 200:36:14But again, at any point in time, we'd be willing to sit down with our side and kind of try to wait try to find a way not to have this fight. As we think it's at this point, it's we're not even sure what we're fighting over. Speaker 800:36:25I appreciate that comment. I know that's not easy to discuss. Operator00:36:48Your next question comes from Scott Fletcher from CIBC. Please go ahead. Speaker 900:36:55Hi, good evening. Mostly everything's been covered off at this point. So I just I'll ask another question on the geographic mix. The UK looks stronger in the quarter, just anything you can call out there. And then on the other revenue, obviously, it's lumpy, but any sort of it was weaker in the quarter. Speaker 900:37:12So just some geographic commentary would be helpful. Thanks. Speaker 400:37:16Yes. Hey, Scott. Frank here. So a couple of factors in the UK, we are seeing some good momentum on the practice management side. So these are the licenses that we sell as part of a law firm's everyday practice management needs. Speaker 400:37:32And in terms of license adoption and some of the PPU growth that we've seen following the acquisitions that we've made in 2023. The other factor would be entering into search commitment contracts and that was a factor for the increased ARR in the quarter. And then thirdly is the obviously the FX rate. There is obviously a strengthening of the U. K. Speaker 400:37:59Bound which affects our bottom line. Speaker 900:38:09Okay, thanks. Operator00:38:18Your next question comes from Robert Young from Canaccord Genuity. Please go ahead. Mr. Robert Young, your line is now open. You may ask your question. Speaker 200:38:43Sorry, I Speaker 500:38:43was on mute. In your commentary, you said that in Canada and in Ireland, Uniti was already serving the vast majority of the market and that the next wave of growth, if I heard correctly, would be driven by the UK and Australia. Could you flesh out that comment? Have you started to enter the UK with Unity? Where are you in that rollout? Speaker 500:39:04Maybe just a little more information there because given the strong growth in ARR maybe there's another lake. Thanks. Speaker 200:39:10Yes. So I might have kind of someone may spoke there Rob, so apologies. We do have Unity Practice Management in the UK and our Unity Global Practice Search platform. So I might have just bespoke, so apologies for that. Speaker 500:39:23So at this stage is Unity fully rolled out in the UK and in Australia or maybe just revisit where you are in that rollout? Speaker 200:39:33It's fully rolled out in the UK and Australia. We have Unity Practice Management and Unity Search, though they're not integrated together. You can access them both from our website by logging into one or the other, but they're not fully integrated the same way it would be in, say, the U. K. Operator00:39:50Okay. Thanks for that clarification. There are no further questions at this time. I'd like to turn the call back over to Hass Serjei for some closing remarks. Please go ahead. Speaker 100:40:04Great. Thanks for all who attended and we look forward to connecting with you for our Q2 full year 'twenty five results to be communicated at a later date in the near future. Until then, have a great day. Thank you. Operator00:40:18Ladies and gentlemen, this concludes today's conference. Thank you very much for your participation. You may now disconnect.Read morePowered by Key Takeaways The Canadian Competition Bureau has opened an investigation into Dye & Durham’s market access and product interoperability – not pricing – with a potential penalty capped at 3% of revenue (CAD 10–15 million). In Q1 FY 2025, the company reported CAD 120 million in revenue and CAD 66 million in adjusted EBITDA (55% margin), generating CAD 28 million in levered free cash flow, up CAD 34.5 million year-over-year. Annual Recurring Revenue reached CAD 156 million (up 43% YoY), now 32% of total revenue, while annual contracted revenue stands at 54% and churn remains below 4%, underscoring strong customer retention. The Financial Services division, which accounts for over 20% of total revenue, grew more than 20% YoY in Q1 and serves 100+ banks, credit unions and alternative lenders with integrated platform-as-a-service solutions under long-term contracts. Dye & Durham expanded its strategic review process to consider value-enhancing options, resisted zero-premium takeover bids, and appointed Luke McCormick to the board as part of a cooperation agreement with activist shareholder Black Sheep. AI Generated. May Contain Errors.Conference Call Audio Live Call not available Earnings Conference CallDye & Durham Q1 202500:00 / 00:00Speed:1x1.25x1.5x2x Earnings DocumentsSlide DeckInterim report Dye & Durham Earnings HeadlinesPublic market insider selling at Dye & Durham (DND)June 4, 2025 | theglobeandmail.comDye & Durham announces executive leadership appointments including new CEO George Tsivin and CFO Avjit KambojJune 2, 2025 | finance.yahoo.comWhy July 22nd Could Mean Big Changes for Social SecurityIn a stunning move, President Trump has authorized an AI-led transformation of federal agencies, including Social Security — and his plan is set to roll out July 22. What's coming next isn't about trimming waste.June 13, 2025 | Altimetry (Ad)Public market insider buying at Dye & Durham (DND)May 23, 2025 | theglobeandmail.comDown by 62%: Is Dye & Durham Stock a Value Buy or Bust?May 20, 2025 | msn.comBoard Letter to ShareholdersMay 13, 2025 | finance.yahoo.comSee More Dye & Durham Headlines Get Earnings Announcements in your inboxWant to stay updated on the latest earnings announcements and upcoming reports for companies like Dye & Durham? Sign up for Earnings360's daily newsletter to receive timely earnings updates on Dye & Durham and other key companies, straight to your email. Email Address About Dye & DurhamDye & Durham (TSE:DND) Ltd is engaged in providing cloud-based software and technology solutions designed to improve efficiency and increase productivity for legal and business professionals. The company has business operations in Canada and the United Kingdom. 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There are 10 speakers on the call. Operator00:00:00Good afternoon. My name is Constantine, and I will be your conference operator today. At this time, I would like to welcome everyone to the Dyer and Durham First Quarter Fiscal 2025 Earnings Call. I would now like to turn the call over to Hass Hirji, VP, Investor Relations of Dyandurham. Mr. Operator00:00:16Hirji, you may begin your conference. Speaker 100:00:20Thank you, operator, and good afternoon. Welcome to the DyneDerm 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 Dyne Durham and its businesses and disclosure regarding possible events, conditions or results that are based on information currently available to management to 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 Zienturham assumes no obligation to update or revise them to reflect events, disclosures or circumstances except as required by applicable securities laws. Speaker 100:01:14Such 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 face undue reliance on these statements and information. Please refer to the forward looking statements and information in future oriented financial information section of our public filings, without limitation, our MD and A and our earnings press release issued today for additional information. Joining us on the call today are Matt Proud, Dione Durham Chief Executive Officer Frank D'Alesso Dione Durham Chief Financial Officer and Yves Danault, Chief Executive Officer of our Financial Services Division. Speaker 100:02:02A question and answer session will follow the formal remarks for research analysts. I'll now turn the call over to Matt for opening remarks. Speaker 200:02:11Thanks, Hass, and good afternoon, everyone. Since going public in 2020, we built a leading software company that specializes in serving 2 large and growing end markets, legal practices and financial institutions. We've built significant scale within those 2 end markets with leading positions in our core markets of Canada, the UK, Ireland and Australia. We have more than 60,000 customers across the world and more than 100 including more than 100 of the largest financial institutions in Canada and Australia using our financial technology solutions. First, I want to address some news that came out today. Speaker 200:02:50Earlier today, the Canadian Competition Bureau issued a press release, which I'm sure many of you had had the chance to read. Let me address this directly. We built a strong business that is the envy of many in the market. I'd like to be clear, the Competition Bureau is investigating market access to some of our products, not price. To give you background, we've been in communication with the Competition Bureau on many issues, including this one of interoperability of our product sets with our competitors since 2020. Speaker 200:03:23Today's press release is by no way a finding of wrongdoing as is stated by the Competition Bureau themselves. While we can't speculate on the outcome at this stage, it's important to note a a number of investigations have been opened where no revenue was ever applied. This includes large companies such as Apple, EndCare, Pfizer, Jason, Corp and Inputs. We remain confident in the integrity of our business practices, which align with the software industry and standards. This investigation does not restrict our strategy or operations, including the ability to freely set our price products. Speaker 200:04:01These length these processes can be usually multi year years and take if not take longer. Now turning the results to the now turning over the results for the quarter. Our business fundamentals are strong and we're seeing the early signs of the macro environment conditions improving could result in accelerated growth for us. We generated $120,000,000 of revenue $66,000,000 adjusted EBITDA during the Q1 and $485,000,000 $255,000,000 respectively the last 12 months. Our consistent performance and the scale we've built in the past 4 years is a function of a sound strategy and a go to market approach to delivering results. Speaker 200:04:42But it starts before that. We have good results today because we have a world class team delivering those results. You'll hear from Frank and me regularly. Last quarter, Martha Valens joined us on the call. This afternoon, we've asked Yves DeMon, CEO of Financial Techs Business to join us to describe our Financial Technology business. Speaker 200:05:01It's a business of scale. In the Q1, it represented 20% of our total revenue, which we want to own is larger than many of the technology peers listed in Canada. It's also bigger than the business we took public in 2020. Over the course of the past 2 years, we've purposely changed our go to market approach to move from a transactional based business to contracted business, leading with our software solution and minimum contract value approach. Its strategy is working. Speaker 200:05:32We continue to deliver organic growth, which is over 5% in the quarter and our churn rate is low at under 4% with no customer concentration. Additionally, 54% of the business consisted of annual contracted revenue and within that 32% of total revenue was annual recurring revenue as of the end of our Q1. ARR reached $156,000,000 as of the end of September, which represented growth of 43% year over year and is 3 times the level from just 2 years ago. The growth we delivered in these two key metrics provide greater certainty and transparency and aligns with our ability our business to generate consistent free cash flow. While we invested heavily in previous years to build out the product suite to where it is today, I heard clearly a year ago investors' desire to see the business deliver levered free cash flow. Speaker 200:06:26The teams worked hard over the last 12 months on doing this. Levered free cash flow was $28,000,000 in the Q1, an improvement of over CAD34 1,000,000 from the same period last year. This improvement is ahead of our plan based on normal course business. Dye and Durham provides mission critical technology to law firms and financial institutions. They rely on our technology to perform day to day tasks and transactions frequently and oftenly spend their days in our applications. Speaker 200:06:54Legal technology represents a large addressable market that is forecasted to grow at 10% through 2,030. Law firms are focused on driving productivity gains and increasingly complex higher volume workflow. The adoption of new technologies to support these workflows and reduce costs plays directly into our offering. Today, we're well positioned across tens of thousands of customers. We're looking for streamlined workflows delivered through central dashboards and we invested significant sums of money to make this a reality for customers. Speaker 200:07:26This is paying off. Our Unity Global platform provides customers with interoperability between different workflows and tasks through a single sign on in a single platform. Whether they're looking to convey a real estate matter, draft a will for a customer, help someone manage an estate, onboard new clients, seamlessly perform account measurements or diligence or business manifestations Dine Durham can help. Unity is where the market is going. We've already built and deployed the leading platform. Speaker 200:07:55Unity brings together all the tools a small and medium sized law firm needs and requires to run their practice. This saves our customers time and money and provides real operational cost efficiencies as well as the latest technologies in the market. This includes a real reliance on AI. We're focused on adding functionality for our existing customer base and driving increased adoption within that base. In Canada and in Ireland, we've already served the vast majority of that market. Speaker 200:08:22So further penetrating our existing customer base is a key driver. In the UK and Australia, in addition to driving usage across that same existing customer base, we're also looking to drive adoption with new users. We believe new users will be attracted to the superiority of Unity and this will really help us win in the market. Now moving to our FinTech business platform, I'm going to pass the call over to Yves, who's going to talk to you more about that business. Speaker 300:08:51Thank you, Matt, and good afternoon. Our Financial Solutions division operates globally as one business serving more than 100 leading financial service providers in Canada and Australia. It is being managed with a distinct focus beyond the core legal software that's traditionally known as Dine Durham's core offering. Today, financial solutions, as Matt mentioned, represents a little over 20% of Dine Durham globally. What we do in a few words, we empower financial service providers through integrated technology solutions that connect them to critical partners supporting the bill and tax payment and home buying journeys. Speaker 300:09:35We also provide leading credit unions and alternative lenders with managed banking services. The consistent reliable business with a strong value proposition and with virtually all revenue secured under long term contracts. We're pleased with our performance in the Q1 of fiscal 2025 and we're seeing year over year revenue growth of more than 20%. Let me briefly expand with a few more details about the business. We serve customers broadly across 3 segments banks, credit unions and alternative lenders and others. Speaker 300:10:14We have long standing relationships with all the large banks in Canada and Australia. Although we already partner with many of the leading credit unions, there's definitely more that we can do here and we believe that this segment presents us with good opportunities to acquire new customers. The 3rd group is alternative lenders and fintechs. Think of retail focused finance providers like Canadian Tire, alternate lenders such as Goeasy and Challenger Banks. This is a growing and dynamic segment with demand for our solutions. Speaker 300:10:50We're excited about the number of positive conversations underway in our pipeline and have landed recently some good wins, such as the announced National Bank Mortgage Discharge Service. We run a platform as a service model and our platforms provide end to end solutions, which includes customer onboarding, customer support and a fully contained technology infrastructure that makes things simple for financial service providers, allowing them to focus on their core business. Our level of integration is such that in many cases, our platforms are seamless extension of our customers' value proposition and brand experience. And their end customers rely on us every day to complete important transactions and move funds. That's a responsibility that we take very seriously. Speaker 300:11:43Our 30 plus year relationships with several of the largest FIs is a testament to the trust placed in our solutions. We continually invest to ensure that our technology solutions are reliable, secure and compliant with the highest standards to ensure the efficient and cost effective fulfillment of mission critical financial transactions. And most of our revenue drivers are transactions. Some examples, if a customer uses online banking to make a bill payment or if a small business is remitting taxes to the Canada Revenue Agency using our tax platform or if a bank is sending mortgage instructions to lawyers or the execution of a property settlement. These transactions happen in large numbers, consistently regardless of economic cycles and provide us with a reliable source of recurring revenue. Speaker 300:12:35In summary, we have a strong value proposition that's anchored by long standing relationships. We have deep integration with our customers and high quality and robust solutions. Our technology platforms are reliable and trusted and for the most part we're able to offer them to financial service providers as standard industry wide digital infrastructure, which makes this business very scalable. Thank you. And with that, I'll turn it back over to Matt. Speaker 200:13:04Thanks, Yves. Before turning over to Frank, it's important to address a few matters. Today, with the news in the Competition Bureau, we got a lot of inbound calls from shareholders and stakeholders asking, how do I quantify what this is? Repeat again. We don't believe we have done anything wrong here and this is not a finding of guilt. Speaker 200:13:25It's just an investigation. That said, to help give people reference, the Bureau provides guidance with respect to the process and potential outcomes on its website. Again, while we fully believe we've done nothing wrong for abuse of dominance, the maximum penalty range up to 3% of revenue, which in our case is somewhere between $10,000,000 to $15,000,000 again. Last month, we announced that we expanded the scope for our previously announced strategic review process to consider additional opportunities to enhance shareholder value. I'm required to mention that no assurance being made that this process will result in a transaction nor offer nor any assurance of outcome or timing. Speaker 200:14:06What we've said publicly is that we believe a takeover involving a 0 premium is not in the interest of all shareholders and stakeholders. We will continue to work constructively with all shareholders to engage thoughtfully for the benefit of all stakeholders towards the execution of our strategy and to drive value across the business. And to that end, last month we continued with our process of Board renewal with the appointment of Luke McCormick to the Board of Directors in connection with our cooperation agreement with Black Sheep. Luke is an experienced investment manager with expertise in capital allocation and B2B Software as a Service Companies. Luke represents the 3rd new member appointed or elected in the past year on the Board of Directors, a board the total 7. Speaker 200:14:57We have a clear growth strategy to drive value for shareholders that we believe is working. The activist attempt at a wholesaler place on the Board and management team puts this extraordinary track record and future trajectory at risk. Let me spend a moment to explain the trajectory that we are seeing we are on and what we're seeing. In Q2, the current period, we're currently experiencing accelerated growth. October preliminary results were the best on record for this month with double digit revenue growth. Speaker 200:15:28We expect the current quarter to be one of the best on record as well. Now I'll turn it over to Frank to discuss the financials. Speaker 400:15:36Thank you, Matt, and good evening, everyone. This afternoon, we reported our Q1 2025 results. Our results continue to demonstrate the underlying strength of our diversified business and its ability to deliver strong free cash flow performance. This strength is underpinned by our annual recurring revenue, which continues to grow and as a result reduces the reliance on real estate transactions. Our annual contracted revenue remains robust, driven by both our practice management and our payments infrastructure service lines. Speaker 400:16:10Revenue exposed to real estate transactions globally in Q1 was 48% compared to 49% in the same period of fiscal 2024. Seasonally, fiscal 2024 followed by fiscal Q1 are our strongest seasonal periods for real estate transactions. Revenue exposed to real estate transactions in Canada was only 25% compared to 27% in the same period of last year. Our actual exposure to real estate transaction is even lower than the 25% as the Canadian figure includes refinancing transactions. Annual recurring revenue contracted was 32% as of September 30, 2024 compared to 25% at the same point in the prior year. Speaker 400:16:51Keep in mind, there are components of our revenue which we do not include in ARR, such as revenue from contracted overages and other revenues under contract of service agreements. These are included in annual contracted revenue, which was 54% in the Q1 and including ARR compared to 46% in the prior period year. We reported revenues of $120,000,000 up 5% compared to the corresponding period in fiscal 2024. We're taking into consideration the sale of TMG in August of 2023. Revenue wasn't changed in Q1 including the impact of TMG in the prior period. Speaker 400:17:30Organic growth in the Q1 was 1% compared to the same period in fiscal 2024 and was 5% net of the impact of revenue adjustments, primarily related to the recognition of revenue relating to new 3 year contracts following acquisitions made in the preceding 12 month period. We generated adjusted EBITDA of CAD65,900,000 in the Q1 of fiscal 2024 compared to CAD68,700,000 in the same period of fiscal 2024. We continue to maintain our strong EBITDA margins coming in at 55% in the quarter, which is in line with our target range of between 50% 60%. Total adjusted operating expenses, which include direct costs, technology costs, G and A, sales and marketing were CAD54 1,000,000 for the quarter or 45 percent of revenue. Direct costs increased by CAD5,500,000 this quarter, mainly due to new reseller relationship agreements signed in the UK during the period, higher than anticipated third party data costs in the UK, which we are active looking to in source and an impact from acquisitions in the prior period. Speaker 400:18:41Excluding the impact from acquisition divestitures and direct costs, adjusted operating expenses for Q1 2025 decreased by $2,800,000 with cost reductions being utilized when compared to the prior year. Net finance costs were CAD21 1,000,000 for the Q1, down 41% compared to CAD35 1,000,000 in the corresponding period of fiscal 2024. The improvement in Q1 was primarily due to favorable unrealized foreign exchange impacts, particularly from our U. S. Denominated debt, as well as a net favorable revaluation impact on the embedded derivative asset. Speaker 400:19:20We also incurred lower interest costs and reduced the total holdback owing resulting in additional favorability. Adjusted finance costs, which adjust for these changes in fair values and settlement losses was CAD30 1,000,000 lower by CAD7 1,000,000 versus the prior Q1 period, which primarily reflects the savings from our refinancing transactions completed in April 2024 and the positive interest spread earned on our 2026 convertible debentures. Acquisition instructions and other costs were $8,700,000 for the Q1 compared to $6,400,000 in the prior period. We believe we could deliver additional improvements in this cost over time as we take additional actions to complete integration activities and increase our overall cash flow performance. Leveraged free cash flow was $28,200,000 in the 1st quarter, an improvement of $34,500,000 compared to the corresponding period in fiscal 2024. Speaker 400:20:18This improvement includes savings achieved in the reduction of capital expenditures, lower net interest costs, as well as an increase of $5,100,000 in cash flows from operations, mainly as a result of improved working capital. Even if we include the accrued bond interest, which was paid in October 2024, leverage free cash flow would have been approximately $12,000,000 an increase of $19,000,000 year over year. Now turning to our balance sheet. Our net debt stood at approximately $1,320,000,000 as of September 30, 2024, which has been reduced by approximately $49,000,000 since June 30, 2024. As a result of strong cash flows in the quarter, we made a voluntary payment of CAD 20,000,000 towards the term loan facility. Speaker 400:21:08In addition, we aligned our cross currency swaps to maintain an CAD 85 fixed interest rate hedge and 100 percent foreign exchange hedge, which protects us against volatility between the Canadian and U. S. Dollar. Lastly, effective July 1, 2024, we are acquired by IFRS to classify all of our outstanding convertible debt as current and with this adoption of IAS 1, we have recasted the prior year's balance sheet prospectively. The maturity date of our convertible debt remains unchanged with no modifications to any terms. Speaker 400:21:43We have $185,000,000 of restricted assets and investments earmarked for the original debentures, which are classified as non current assets. While this creates an accounting mismatch, there is no such discrepancy in substance. We understand the importance of reducing our leverage and we have set a target to reduce it below 4 times net debt to adjusted EBITDA by suspending significant M and A activity and to move a level of M and A activity that supports a long term target range of 2.5 times to 3.5 times. That said, we have sufficient resources to manage our debt. The business generates strong sustainable cash flows. Speaker 400:22:23And with that, I'll turn it back to the operator for Q and A. Operator00:22:29Thank you very much. Ladies and gentlemen, we will now begin the question and answer session. Your first question comes from the line of Robert Young from Canaccord Genuity. Please go ahead. Speaker 500:22:59Hi, good evening. Thanks for the context around the Competition Bureau announcement. One thing in there that might be worth clarifying. You said that the elements of concern are not pricing, but market access. In one of your releases today, you said that it was subscription contract terms, discounted pricing and product suite offerings. Speaker 500:23:22And maybe if you could just elaborate on those two things and maybe give us just a little more context there, if you could or clarify the difference there? Speaker 200:23:32Yes. No, thanks Rob. I appreciate the question. I was referring to there's been some reference that may be related to price increases and that was not the case. It's related primarily to interoperability and length of contracts, etcetera bundling. Speaker 200:23:48So that's what I meant there. Speaker 500:23:50Okay. Thank you. I think you just noted, Frank, suspending M and A. And I think looking through the financials, there was an acquisition in the quarter. I believe that was the M and A announced in the subsequent events last quarter. Speaker 500:24:06Is there anything new that's unannounced, any new on any M and A? And if you could clarify the relative priority between debt pay down and tuck in M and A, that would be helpful. Speaker 200:24:20Yes. Thanks Rob. There was no additional M and A in the quarter. And look, as we said before, we're focused on deleveraging the business. So that's our primary focus today and will be our what we're spending our time trying to achieve. Speaker 500:24:36Okay. Last question for me. Can you give us any sense of timing around the circular when that might be out? And then I'll pass the line. Speaker 200:24:48It will be over the coming weeks. Speaker 500:24:51Thanks. I'll pass the line. Operator00:24:56Your next question comes from the line of Thanos Moschopoulos from BMO Capital Markets. Your line is now open. Speaker 200:25:03Hi, good afternoon. Your revenue in Canada was Speaker 600:25:07down year over year and that's despite the strong growth Yves is seeing in his business. Can you clarify what drove the decline? Speaker 400:25:17As Tayo said, it's Frank here. So we did mention in this part of the organic revenue story that there was some new 3 year contracts that were entered into in the prior year. And so those primarily related to contracts signed in Canada. Speaker 600:25:36Okay. So basically a tough year over year comp in that regard? Speaker 400:25:40Correct. Speaker 200:25:42Yes. Speaker 600:25:43The gross margin was lighter. Was that a function of the expense factors you called out, such as the higher third party data costs? And if so, over what time frame would you try to work that back up to historical levels? Speaker 400:25:59Yes, that's something that has been hitting us over the last fiscal period. So we are actively trying to address that and reduce those costs accordingly. But as I mentioned in my script, we do still expect our target adjusted EBITDA margins to remain in that 50%, 60% range. So while we try to reduce those costs, that's still the applicable range. Speaker 600:26:30Okay. Then maybe finally just expanding on Matt's comment regarding the strong month of October. Is that a function of just higher transaction volumes? And if that's the case, what geographies are you seeing that in? Speaker 400:26:47Yes, Thanos, I could address that. So, yes, in October, I mean, as you heard in some of the news outlets, we are they have commented on the stronger transaction volume that they're seeing in some of the larger urban areas in Canada such as Toronto, Vancouver. So we have seen that in our results as well. And so with that, with the continued strength of the financial services business and ARR growth, we are seeing all that transpire into a good uplift on record. Speaker 200:27:27Great. That's the line. Thank you. Operator00:27:32Your next question comes from the line of Kevin Criscianther from Scotiabank. Please go ahead. Speaker 700:27:39Hey, good evening. And Matt, thanks as well for the more color that you gave on the Competition Bureau. Just a couple of rounding out questions there. I know you mentioned and on the Competition Bureau website, they detail the max monetary penalty $10,000,000 to $15,000,000 But in a case where, say, the CB does find you that you're required to pay that, can you talk about like the next steps? Would you be required to then provide some remedies with those partners, the integration work? Speaker 700:28:07Can you just talk about sort of the next steps, if it were to go down that route? Speaker 200:28:15I appreciate the question. Look, it's really hard to speculate on that. I mean, at this point, all the competition bureaus done is asked us for data. That's what we're really talking about here, a data request. So it's far too premature to kind of get into hypotheticals about what could happen. Speaker 200:28:32I mean, nothing could happen, which is often the case if you look back at what happens in all these type of transactions. So we're going to work with them, provide the data and be very cooperative to make sure they get all the information they need. Keep in mind, unlike yourself and some of our investors who are experts on our space and our business and our industry, they're not. So part of this process is bringing them up to speed and helping them understand what we do and how our business works. And look, we're confident that at the end of the day, we've done nothing wrong and we hope they reach the same conclusion once they have the data to do Speaker 700:29:08Okay, great. That's super helpful, Matt. Maybe one for Frank. Can you talk about some of the maybe puts and takes on free cash flow for the upcoming quarter? I know we've got semiannual interest payment as well, so the deferred payment that will come through. Speaker 700:29:25But maybe, I know you mentioned in the script $8,700,000 of cost integration costs in Q1 with a view to that moving down in time. But does the strategic review have any considerations for expenses that we may see through that line? Speaker 400:29:46No, I don't there's nothing material there on strategic review in terms of free cash flow impacts. I mean, obviously, the continued integration of our business will bleed into Q2. Keep in mind that one of the factors of the increased cost that we've seen in Q1 relative to Q4 prior period is some of the money we're spending on the activist activities through legal and through our communications firm. So that likely will continue. But you did hit on the major ones, which is the bond interest, which has been paid. Speaker 400:30:28And that's a bit of anomaly because it impacts the last two quarters. So that one there, you could do the simple math on that and that's the biggest change between the previous two quarters and what we expect for Q2. Speaker 700:30:43Got it. Maybe just one last one just on the 3 year revenue recognition from a year ago. I think it was something like $6,000,000 last year, dollars 1,000,000 this year. Is there any more of that year over year tough comp in the upcoming quarters or Speaker 400:31:02was that kind of it? Speaker 200:31:05Hey, Janice, it's Matt. Happy to kind of take that one just from a process perspective. So when we bought Ghost Practice, they had a small Canadian business that had a desktop component. Part of our integration process is to move business we buy when there's subscription from either month to month or 1 year contracts or 3 year contracts. And that results in this case, as one time revenue. Speaker 200:31:29It happens from time to time with some of the smaller desktop based stuff we have around the business. But it's a very, very small part of our revenue to be clear. And the vast, vast majority is kind of cloud based, vast majority cloud based revenue. So I hope that provides some context on why from a business perspective, What happened there? We thought it was important to show it on a like for like basis though, so you could see the true performance of organically of the business. Speaker 200:31:57But Frank, I'll let you add what I missed there. Speaker 400:32:01Just the only other so I mean these 3 year contracts, they are billed on a monthly basis. So while the recognition has happened in the prior year, we do get the benefit of of the cash that is coming in and you'll see that positive impact in our working capital for Q1. Speaker 700:32:19Got it. That's super helpful. Thanks a lot. I'll pass the line. Operator00:32:25Your next question comes from the line of Stephen Bolland from Raymond James. Please go ahead. Speaker 800:32:34Matt, you said something in your prepared remarks that you've dealt with the Competition Bureau before over the years on different matters, but I don't think I've seen them actually press release an investigation. I'm just wondering what I presume you knew this was coming, but I'm just curious what's different do you think this time than the conversations you've had in the past? Speaker 200:33:03When you say that you've not seen the press release, are you speaking in regards to Giant Durham or in regards to any other companies, just sort of for my clarity? Speaker 800:33:10No, I think you said you've dealt with the competition bureau in the past. Yes. And so Yes. Press release out before on specifically you. So I'm just wondering what's different. Speaker 200:33:24Yes. Look, I mean, there has been media reports about the Competition Bureau having conversations with us in the past. And we may have commented on it. The difference here is, as I said to Kevin earlier, they're going through a process to learn about our business and collect data. We've been very collaborative with them so far and provide them data, but there's a formal process they have to go through as Speaker 400:33:50they get in Speaker 200:33:50order to get more data and they part of their practice is to announce that to the market. So again, we somewhat perplexed by the reaction today to it. We want to help the Bureau learn more about our business because we end of day don't believe we've done anything wrong. We have a great business. Speaker 800:34:10Okay. And then apologize for my lack of you said there was some pressure on some elevated costs on new reseller agreements. I'm not maybe somebody could explain that to me. Speaker 200:34:24Yes. We entered into a new contract with a customer of ours in the UK who's reselling our products on our behalf and that resulted in elevated direct costs. The other item that to take into account there is one of our data suppliers increased our price and we're actually working to kind of use one of our internal suppliers 100%, I. E. A product we own versus theirs. Speaker 200:34:48And then in the coming quarters that should bring down that direct cost as well. So those were 2 of the main drivers. Speaker 800:34:56Okay. And then I know you probably can't answer this, Matt, but I'm going to ask it anyhow. Heading into this meeting in 5 or 6 weeks it is now, I mean are you confident? Can you talk about I know you say that you've been working with all your shareholders, which is good to hear. But obviously, this is going to come down to votes if it does come down to that. Speaker 800:35:24So I'm just wondering how you're feeling going into this meeting, if you can answer it. Speaker 200:35:33It. It's a fair question. Look, I like to stand behind our performance that we've achieved. I mean, where we're going, and our strategy. And I think the numbers prove that it's working. Speaker 200:35:51We don't want to have this contested election. We never have. We've always been willing to compromise with the facade, as we think it's silly and a waste of time and money. That said, we ask the shareholders to kind of judge us on our performance and our merit. And based on that, we think we'll succeed. Speaker 200:36:14But again, at any point in time, we'd be willing to sit down with our side and kind of try to wait try to find a way not to have this fight. As we think it's at this point, it's we're not even sure what we're fighting over. Speaker 800:36:25I appreciate that comment. I know that's not easy to discuss. Operator00:36:48Your next question comes from Scott Fletcher from CIBC. Please go ahead. Speaker 900:36:55Hi, good evening. Mostly everything's been covered off at this point. So I just I'll ask another question on the geographic mix. The UK looks stronger in the quarter, just anything you can call out there. And then on the other revenue, obviously, it's lumpy, but any sort of it was weaker in the quarter. Speaker 900:37:12So just some geographic commentary would be helpful. Thanks. Speaker 400:37:16Yes. Hey, Scott. Frank here. So a couple of factors in the UK, we are seeing some good momentum on the practice management side. So these are the licenses that we sell as part of a law firm's everyday practice management needs. Speaker 400:37:32And in terms of license adoption and some of the PPU growth that we've seen following the acquisitions that we've made in 2023. The other factor would be entering into search commitment contracts and that was a factor for the increased ARR in the quarter. And then thirdly is the obviously the FX rate. There is obviously a strengthening of the U. K. Speaker 400:37:59Bound which affects our bottom line. Speaker 900:38:09Okay, thanks. Operator00:38:18Your next question comes from Robert Young from Canaccord Genuity. Please go ahead. Mr. Robert Young, your line is now open. You may ask your question. Speaker 200:38:43Sorry, I Speaker 500:38:43was on mute. In your commentary, you said that in Canada and in Ireland, Uniti was already serving the vast majority of the market and that the next wave of growth, if I heard correctly, would be driven by the UK and Australia. Could you flesh out that comment? Have you started to enter the UK with Unity? Where are you in that rollout? Speaker 500:39:04Maybe just a little more information there because given the strong growth in ARR maybe there's another lake. Thanks. Speaker 200:39:10Yes. So I might have kind of someone may spoke there Rob, so apologies. We do have Unity Practice Management in the UK and our Unity Global Practice Search platform. So I might have just bespoke, so apologies for that. Speaker 500:39:23So at this stage is Unity fully rolled out in the UK and in Australia or maybe just revisit where you are in that rollout? Speaker 200:39:33It's fully rolled out in the UK and Australia. We have Unity Practice Management and Unity Search, though they're not integrated together. You can access them both from our website by logging into one or the other, but they're not fully integrated the same way it would be in, say, the U. K. Operator00:39:50Okay. Thanks for that clarification. There are no further questions at this time. I'd like to turn the call back over to Hass Serjei for some closing remarks. Please go ahead. Speaker 100:40:04Great. Thanks for all who attended and we look forward to connecting with you for our Q2 full year 'twenty five results to be communicated at a later date in the near future. Until then, have a great day. Thank you. Operator00:40:18Ladies and gentlemen, this concludes today's conference. Thank you very much for your participation. 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