TSE:DND Dye & Durham Q4 2024 Earnings Report C$9.49 +0.28 (+3.04%) As of 04:00 PM Eastern ProfileEarnings HistoryForecast Dye & Durham EPS ResultsActual EPSC$0.12Consensus EPS N/ABeat/MissN/AOne Year Ago EPSN/ADye & Durham Revenue ResultsActual Revenue$120.12 millionExpected Revenue$119.81 millionBeat/MissBeat by +$310.00 thousandYoY Revenue GrowthN/ADye & Durham Announcement DetailsQuarterQ4 2024Date9/4/2024TimeN/AConference Call DateWednesday, September 4, 2024Conference Call Time5:30PM ETConference Call ResourcesConference Call AudioConference Call TranscriptPress ReleaseEarnings HistoryCompany ProfilePowered by Dye & Durham Q4 2024 Earnings Call TranscriptProvided by QuartrSeptember 4, 2024 ShareLink copied to clipboard.There are 10 speakers on the call. Operator00:00:00Good afternoon. My name is Ina, and I will be your conference operator today. Operator00:00:04At this time, I would like to welcome everyone to the Dai and Durham 4th Quarter and Year End Fiscal 2024 Earnings Call. I would now like to turn the call over to Hass Hirji, VP, Investor Relations of Dime Durham. Mr. Hirji, you may begin your conference. Speaker 100:00:22Great. Thank you, operator, and good afternoon, everyone. Welcome to the Dime Durham conference call. Before we start, we'd like to remind you that all amounts discussed on this call are denominated in Canadian dollars unless otherwise indicated. Please note that statements made during this call may include forward looking statements and information and future financial information regarding Daimler Durham and its businesses and disclosure regarding possible events, conditions or results that are based on information currently available to management, which indicate management's expectation of future growth, results of operations, business performance and business prospects and opportunities. Speaker 100:01:06Such statements are made as of this day hereof and Dine Durham assumes no obligation to update or revise them to reflect events, disclosures or circumstances, except as required by applicable securities laws. Such statements involve significant risks and uncertainties and are not a guarantee of future performance or results. A number of these risks or uncertainties could cause results to differ materially from the results discussed today. Given these risks and uncertainties, one should not place undue reliance on these statements and information. Please refer to the forward looking statements and information and future oriented financial information section of our public filings, without limitation, our MD and A and our earnings press release issued today for additional information. Speaker 100:01:55Joining us on the call today are Matt Proud, DioneDurham Chief Executive Officer Frank Duisso, DioneDurham Chief Financial Officer and Martha Valens, Global Chief Operating Officer. A 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 200:02:17Thanks, Hass, and good afternoon, everyone. We've built one of the largest legal technology software companies in the world. Our customers depend on our products daily as mission critical software to manage their business effectively and efficiently. You can see the momentum we're building with our 4th quarter results. We reported the highest revenue quarter in the company's history, excluding the impact of the TM Group divestiture with $120,000,000 of top line revenue. Speaker 200:02:46This represents 15% growth. We also generated the 2nd highest level of adjusted EBITDA, taking into consideration the TM Group divestiture with $69,000,000 in the 4th quarter. While both revenue growth and EBITDA are important, we remain focused on generating free cash flow after servicing all the company's obligations. In this regard, I'm very pleased to announce in the quarter that we generated approximately $32,000,000 of leverage free cash flow, a record quarter performance since the company's IPO 4 years ago. At Dine Durham, we are very fortunate to be servicing the very attractive legal services end market, which has an accelerated adoption of technology to improve efficiencies in their client experience. Speaker 200:03:33This means that the business were well positioned across our tens of thousands of customers who are looking for streamlined workflows delivered through central dashboards with single sign on and software interoperability. We've invested significant sums of money over the last couple of fiscal years to make this a reality for our customers. And as you can see from the results, this is now paying off. Virtually all of our customers across the small and medium law segment, Speaker 300:04:03which we focus on require Speaker 200:04:04mission critical legal practice managed software to run their practice. Equally as important, this same segment requires non discretionary data and insight applications to conduct legal due diligence and the associated regulatory filings on behalf of their clients. Our strategy is to win by providing the interoperability to our customers at this intersection. Our Financial Technology business provides banking software to more than 100 financial institutions across Canada and Australia, including leading technology, payments, managed banking services to name a few. Across our platform, our customers and their end customers rely on our solutions every day to complete transactions and move funds. Speaker 200:04:46This business is performing well and grew year over year and has produced revenue growth greater of 20% in fiscal 2024. And in the start of Crystal 2025, it's off to an even greater start. As you know, there's an ongoing strategic review of this business, which has been challenging to manage given the distraction of recent activist activities that's been reported on. We continue to focus on our go to market strategy. As you can see over the last two fiscal years, we've managed to build our ARR to $137,000,000 a number which is rapidly growing. Speaker 200:05:21When we think of go to market at Dyneferm, the strategy falls into 2 buckets. 1, continue to focus on our top couple of 1,000 clients and putting them into minimum spend contracts. And 2, start to focus more on our large tail of tens of thousands of customers and drive a larger subscription based revenue model business. We have approximately $70,000,000 of license based subscription revenue today and our recent investments are designed to involve our offering into a more modern SaaS based relationship by providing a whole suite of products to a law firm that they require to run their practice together with a single technology platform instead of the more legacy common market practice of a single point solution product offering. These point solutions are disjointed and require law firms to utilize multiple systems which create complexity and a total lack of efficiency. Speaker 200:06:18We see an ability in the future years to significantly grow the subscription based model, while continue to transition our larger customers, that couple of 1,000 I talked of, to minimum spend contracts. This will help us grow ARR even further. Our strategy at Dioderum is to create the interoperability and bridge the requirements for law firms to use multiple systems in their day to day workflow. As you know, we've acquired a large number of practice management and data insight in due diligence applications globally and have worked very hard to integrate and create a consolidated platform and common brand for our customers around the world. Speaker 300:06:54This puts us in a Speaker 200:06:55great position to capture market share in this highly fragmented market that is forecasted to double by 2,030. Our Unity Global Platform is core to this strategy with the practice management and data insights into diligence verticals. Uniti brings together all the tools a small or medium sized business the small and medium sized law firm requires to run their practice, saving our customers time and money and providing real operational cost efficiencies as well as the latest technologies in the market, including a real reliance on AI. In addition to ARR growth, we also have a number of customers like financial institutions that generate revenue from us from contract overages and other revenue contracts through service agreements. Together with ARR, this annual contracted revenue represents 51% of the total revenue in the 4th quarter. Speaker 200:07:48We believe multiple levers exist to continue driving value creation at Dye and Durham. On the transactional side of the business, the interest rate environment supports a normalization of market activity in real estate and M and A. These are just 2 of a few drivers that are macro drivers in our transactional business. More transactions across our customer base generates more fees. Given our scale, this incremental revenue has an outsized impact on our bottom line as there is little to no incremental cost to additional transactions. Speaker 200:08:20We also continue to optimize the market position and positioning of our pricing and transaction offering. As we develop new functionalities and enhance and expand our application set, we are aligning our pricing strategy with the value we deliver to our customers. As evidenced by our results, our strategy is working. Organic growth rate came in at 8% during the Q4, a number we're very proud of. Our market positioning and the green chute in the macro market activity are bolstering our growth. Speaker 200:08:53This resulted this result outpaced the growth contributed from acquisitions in the quarter. On acquisitions, acquisitions still remain part of our strategy and we'll continue to focus on driving however, we will continue to focus on driving organic growth and when it comes to acquisitions doing more smaller tuck in M and A. This will allow us to focus on reducing our leverage ratio. That said, we remain very committed to driving leverage below 4 times as quickly as possible. At the same time, we've successfully demonstrated our ability to make acquisitions and deliver revenue synergies by cross selling to our large customer base and optimizing our pricing strategy of the unmanaged assets in the market in addition to reducing operational costs. Speaker 200:09:40We intend to remain disciplined. To that end, subsequent to June 30, we expanded our practice management offering across the Asia Pacific region with strategic tuck in of Lexus Affinity in the Asia Pacific region. This acquisition is aligned with our existing offering and complements our strategic vision of growing ARR through a practice management offering and owning that intersection of data and PMS software. The business is headquartered in Sydney, Australia and has approximately 60 employees across the APAC region, including Australia and New Zealand. The Affinity flagship PACS managed software services approximately 12,000 users in medium sized law firms across the region. Speaker 200:10:25The upfront cost for Afiniti the upfront consideration for Lexus Afiniti plus another small tuck in acquisition was $21,000,000 subsequent to June 30. We were able to negotiate very favorable payment terms on both these acquisitions, meaning the remaining deferred consideration totaling $48,000,000 will be payable interest free over a multi year period and the company estimates a large portion we paid for under the free cash flow generated from these businesses. I'm now going to turn it over to Martha to speak about our strong track record of capital allocation and acquisition results. Speaker 400:11:01Thank you and good afternoon everyone. As Matt mentioned, since the IPO, we have implemented a disciplined acquisition strategy that has significantly scaled the business by deploying approximately $1,900,000,000 in capital. On Slide 17, you can see the impact of these acquisitions. This group of acquired businesses account for more than 3 quarters of the capital that we've deployed in our acquisition strategy. The performance speaks for itself. Speaker 400:11:27Across these acquisitions, we've consistently delivered double digit compound annual revenue growth. Our largest acquisition, due process, we have nearly tripled revenue since we acquired that business in late 2020. More recently, we acquired Kritos, which provides KYC and AML capabilities used by lawyers to verify their customers' identity in the U. K. This is a critical part of the customer onboarding process for lawyers and a white labeled version of the Credis technology is already now integrated with our practice management applications in the U. Speaker 400:12:00K, allowing our customers direct access to use this technology. Despite having owned this business for less than a year, the revenue of Credis is up over 30% since we closed the acquisition, and we expect strong performance to continue as we drive further adoption of this product amongst our U. K. Customers. Our acquisition strategy has been centered around building a platform of scale and bringing together mission critical technologies used in the legal and financial sectors. Speaker 400:12:29We have been able to drive outsized returns for many of these acquisitions because they fit strategically into the business and the platform that we are building. While this slide looks at the performance on a case by case basis, pulling back to our wholesale view on the next slide, you can see the overall impact. We reported approximately $40,000,000 of adjusted EBITDA at the time of our IPO. We've acquired $113,000,000 in EBITDA since that time at a cost of 16.6 times EBITDA. We have created significant value from those acquisitions with $103,000,000 of organic adjusted revenue growth off of our pre IPO and acquired EBITDA base. Speaker 400:13:10Our ability post acquisition to repeatedly drive financial upside and extract incremental value from these businesses has meant that our post synergy EBITDA acquisition multiple is now down to 8.7 times. We will remain disciplined with our acquisition strategy. We will deploy capital carefully on strategic tuck in acquisitions where we are confident that we can repeat our track record of driving strong post acquisition performance and we will do this in parallel with our debt repayment targets. I'll now turn it over to Frank to discuss the financials. Speaker 500:13:43Thank you, Marzia, and good afternoon, everyone. This afternoon, we reported our Q4 year end fiscal 2024 results. Our results continue to demonstrate the resiliency and diversification of the business, support and growth in our progress management offerings and our annual recurring revenue continues to grow, which 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. Revenue exposed to real estate transactions globally in Q4 was 50% compared to 58% in the same period of fiscal 2023. Speaker 500:14:22It's important to keep in mind that fiscal 2024 is the strongest seasonal period for real estate transactions. Revenue exposed to real estate transactions in Canada was only 28% compared to 33% in the same period of last year. Our actual exposure to real estate transaction is even lower than 28% as the Canadian figures include refinancing transactions. Annual recurring contracted revenue was 29% as of June 30, compared to 18% at the same point in the prior year. As Matt mentioned, there are components of our revenue, which we do not include in ARR, such as revenue from contracted overages and other revenues under contract with service arrangements. Speaker 500:15:07These are included in annual contracted revenue, which includes AR and was 51% in the 4th quarter compared to 39% in the prior year period. We reported revenues of $120,000,000 $458,000,000 in the Q4 fiscal year 2024 respectively. This represents growth of 15% 14% respectively compared to the corresponding periods in fiscal 2023 when taking into consideration the sale of TM in August of 2023. Revenue was unchanged in Q4 year over year and grew 1.5% in fiscal 20 24 including 24, including the impact of TMG in the prior period, mainly as a result of organic initiatives. We generated adjusted EBITDA of $69,000,000 $258,000,000 in the 4th quarter and fiscal 2024 period respectively. Speaker 500:16:00The growth of 5% 6% in their respective periods was despite the divestiture of TM and its contribution in the prior periods. The improvements were primarily related to growth in organic initiatives as well as the impact of our business improvement plan and lower direct costs. We continue to maintain our strong EBITDA margins coming in at 57% in the quarter and 56% for the fiscal year, which is in line with our target range between 50% 60%. Total adjusted operating expenses, which include direct costs, technology costs, G and A, sales and marketing were $51,000,000 $200,000,000 for the quarter fiscal year period respectively or 43% 44 percent of revenue. Adjusted operating expenses for the quarter fiscal year were lower by approximately $3,400,000 $7,300,000 respectively from the prior periods, which demonstrates the improvements from our business improvement plan. Speaker 500:17:01Net finance costs for the quarter were $114,000,000 $228,000,000 for the Q4 and fiscal year period respectively, compared to $37,000,000 and CAD 132,000,000 in the corresponding periods of fiscal 2023. The change in Q4 was primarily due to non cash impacts arising from changes in the fair value of our current rolled ventures, contingent considerations, cross currency swaps and a loss of settlement on our retired Ares facility. Adjusted finance costs was adjusted for these changes in fair value and settlement losses was $31,400,000 lower by $4,000,000 versus the prior Q4 period, which primarily reflects the savings from our refinancing transaction completed in April of 2024. Acquisition, restructuring and other costs were $9,000,000 $29,000,000 for the Q4 and fiscal 2024 periods compared to $9,000,000 $59,000,000 respectively in the prior period. The quarterly period was in line with the previous year. Speaker 500:18:04You can see the significant improvement we've made in the annual period, a 52% reduction compared to fiscal 2023. We believe we could deliver additional improvements in this cost over time as we take additional actions to increase our cash flow performance. The gains made from our business improvement plan earlier in the year supported significant free cash flow in the quarter. We have fully realized $70,000,000 targeted free cash flow benefit from that plan in Q4 relative to the baseline period of fiscal of Q1. We have introduced a new non GAAP key performance measure, which we'll continue to report on, leverage free cash flow. Speaker 500:18:44Leverage free cash flow was $32,000,000 in the 4th quarter. That is an improvement of $38,000,000 compared to when we initiated the business improvement plan in the Q1 of fiscal 2021. Even when taking into consideration the secured note interest impact, which is paid semiannually, it is still a CAD24 1,000,000 positive improvement or approximately CAD96 1,000,000 annualized. This improvement includes savings achieved in a reduction of capital expenditures, lower net interest costs, lower adjusted operating expenses, as well as lower cash taxes paid. The cost reduction plan arising from our refinancing transaction did result in a higher amount of severance costs in the Q4 and we expect them to continue into the Q1 of fiscal 2025 due to the realization of synergies which will have a benefit impact for the remainder of 2025 and beyond. Speaker 500:19:38As part of our refinancing transaction, we've also implemented new cross currency swaps, which effectively hedge 100% of the cash foreign exchange movements and 85% of the interest rate movements. These swaps will have mark to market non cash adjustments, which will result in period to period variability in our finance metric. You will see this in the Q4 with a $20,000,000 expense to our finance costs. Now turning to our balance sheet, our net debt stood at approximately $1,260,000,000 as of June 30, 2024, which has been reduced by approximately $36,000,000 since June 30, 2023. As we discussed on the last call, we repaid all of our amounts outstanding under the Ares credit facility with the proceeds from the refinancing transaction. Speaker 500:20:26The refinancing transaction in Canadian dollars consisted of approximately $254,000,000 of senior secured notes due in 2029 and approximately $476,000,000 in senior secured term loan B facility due in 2,031 and $105,000,000 revolving credit facility. We understand the importance of reducing our leverage and we will set a target to reduce it below 4 times total net debt to adjusted EBITDA. That said, we have sufficient resources to manage our debt levels. The business generates strong sustainable cash flows. With that, I'll turn it back to the operator for the Q and A. Operator00:21:07Thank you. Ladies and gentlemen, we will now begin the question and answer Your first question comes from the line of Robert Young from Canaccord Genuity. Please go ahead. Speaker 600:21:37Hi, good evening. The organic growth increased sequentially, as you noted, from 4% to 8%, but ARR, the percentage of the revenue declined from 3% to 29%. So it feels as though the organic growth came from other parts the business. Maybe if you could just break that apart for me and give me a little more insight into where the growth is coming from here? Speaker 500:22:05Yes. So Rob, the ARR growth did decrease as a percent of total revenue as mainly as a result of the increase in overall transactions in the Q4. As I said earlier, the Q4 is our high point of typically real estate transactions. So that decreased the percentage, although the absolute number did increase. We are seeing growth in other areas of the Canadian market, in particularly the due diligence side, as well as the financial services side as well that helped with the organic growth in the quarter. Speaker 600:22:38Okay. And then you said that the 2 acquisitions that you made post quarter, I think you said $21,000,000 Was that for both? Is that the cash outflow for both Speaker 700:22:47of those acquisitions in total? Speaker 500:22:50That's correct. Speaker 600:22:52Okay. And then you had a special meeting that you had scheduled for August and that's been postponed. Do you Speaker 200:23:08Is there a question there? Speaker 700:23:11Since today? Speaker 500:23:22Rob, we're having trouble. Can you just repeat your question, please? Speaker 600:23:27Sure. You had to postpone your special meeting and I don't believe that there's a replacement date. If you guys give us an overview of where that process sits and then I'll pass the line. Speaker 200:23:46Yes. Can't say too much on that. As you know, the activist shareholders commenced litigation against us, which resulted in a judge, which resulted in actions from the courts, which included us suspending the meeting or pushing the meeting because we don't have an outcome from that litigation yet. We don't have a date for the meeting. So we'll keep the market posted as we learn more. Speaker 200:24:13Again, this was a result of the activists taking action on us. And as a result of the judge's order, we had to push the meeting. Speaker 500:24:23Okay. Thanks for Speaker 600:24:24taking the questions. Operator00:24:27Thank you. And your next question comes from the line of Thanos Moschopoulos from BMO Capital Markets. Please go ahead. Speaker 700:24:35Hi, good afternoon. From a cost perspective, have you captured all the cost synergies from the restructuring program at this point? Or might there be some incremental to come that were slightly less in the quarter? Speaker 200:24:51Look, we're always watching our cost base and managing it to make sure that we're able to properly deliver both for our customers and our stakeholders, our shareholders most notably. That said, as you know, in the spring of this year, we did identify publicly $26,000,000 of costs to come out of the business with the vast majority of that being kind of people related. And while it's always tough to say people cost out, it was getting the right thing for the business. Again, we've executed on a vast majority of those cost savings. There's always kind of more work to do as you kind of continue to manage the business. Speaker 700:25:38Okay. As far as the acquisitions, just to clarify, Lexus Infinity was the larger one of the 2? And then can you comment on which geography the second one was? Speaker 200:25:49Australia. And yes, it was a larger one of the 2. Speaker 700:25:54Okay. From a cash flow perspective, any puts and takes we should think about in the near term? I mean, obviously, there's a fact that some of your interest costs are semiannual. But aside from that, any specific puts and takes we should think about as we think about the first half of the year? Speaker 500:26:14Yes. So Rob, sorry Thanos, yes, you're right. The secured bond is paid semi annually, so that the next one is in October. So you should have reflected that. As I mentioned in my prepared remarks, there were the higher amount of severance costs that hit in Q4 and we expect a similar amount in Q1. Speaker 500:26:38And those are the only 2, I would say, factors right now reflecting us going forward as well with the continued business momentum that we had that's generating strong cash flows. Speaker 200:26:47I'd add to that, we do remain pretty laser focused on reducing one time charges. And a lot of the capital investment that we made over the last couple of fiscal years is shrinking significantly. So those are the two areas that we are focused on. Speaker 700:27:07Great. I'll pass the line. Thanks. Operator00:27:11Thank you. And your next question comes from the line of Scott Fletcher from CIBC. Please go ahead. Speaker 300:27:19Hi, good evening. I wanted to ask just you mentioned sort of the focus being on tuck in M and A in your prepared remarks. With these sort of these two deals are combining to be 20 upfront and 60 all in, maybe if you could just help if you could define sort of what you see as a tuck in and what we can expect size wise looking forward? Speaker 200:27:40Yes. I mean, I would define both of those as tuck in. In those cases, I mentioned, while it was kind of sort of a 2020 upfront, we were able to negotiate, as I said in my prepared remarks, very favorable vendor financing terms, which enable us to pay for the remainder of the amount due interest free out of majority of the cash flow over the coming years. So those are obviously very good opportunities and hard to come by. So particularly given the strategic nature of the business, those are the type of tuck ins that we're looking for going forward in the near term anyways. Speaker 200:28:20But with a larger focus, again, in the near term on keep continuing to go to market, drive organic growth and we are again focused on reducing that our leverage ratio. Speaker 300:28:34Okay, thanks. And then just on that business sort of as you said, it fits with the strategy. Is it something just to clarify, is that something where your due diligence product in Australia can be integrated to go to market in the same way you plan you do with Unity? And then will it be rebranded as Unity in Australia? Is that the idea? Speaker 400:28:55Yes, sure. I'll take that. So in LexisNexis actually our due diligence product is already integrated there. Prior to the acquisition, it was integrated with both us and a competitor of ours. So there is a very meaningful kind of cross sell opportunity there. Speaker 400:29:10And then yes, ultimately both acquisitions will be rebranded to our Unity practice management brand. Speaker 300:29:19Okay, thanks. That's helpful. Appreciate it. Operator00:29:24Thank you. And your next question comes from the line of Stephen Volund from Raymond James. Please go ahead. Speaker 800:29:32Thanks. Maybe just going back to the activists, one of your press releases, it did say that the court hearings were expected to be at the end of August. I'm just wondering, I know you can't talk much about them, but did those hearings actually take place? Speaker 200:29:47Yes, there was a hearing at the end of August, and we're waiting on a decision from the court. Speaker 700:29:56Okay. Speaker 800:29:58Okay, that's helpful. Second question, last quarter you gave some guidance in terms of the coming strength of the quarter you just reported. You talked about kind of record revenue, very strong EBITDA. I'm wondering if that momentum was carried into the I guess it would be your Q1 'twenty five quarter and if you want to provide any kind of run rate or it's going to be a similar quarter in terms of guidance and maybe I have provided, I apologize if you have. Speaker 200:30:31Yes. Look, to give you color, look, our business continues to perform well. I talked about close to record. And as I said, when you back out the divestiture, it was a record revenue quarter Q4. Q1 continues to look very strong. Speaker 200:30:48Our business is going very well. I mentioned that kind of that what we're seeing is the strong continued growth in ARR, which is important to us. But obviously, that's translating too into financial performance. So we're very happy with where the business is heading, and are very bullish and positive on the business. Speaker 800:31:06Okay. And then, I know it was touched on a little bit, but just we talked a little bit you talked a little bit about cash flow, but what about capital allocation in general? I mean the SIB, is there going to be another attempt for that to pay down some additional debt or some of your sorry, your converts? What's the feeling on top of the allocation? Speaker 200:31:33Yes. In regards to the SIB, it's a good question. As a condition of the larger refinancing we did, which really gave us a lot of flexibility and certainty of our capital structure over the next 5 years, we were required to make an offer to the convert holders, which we did. We need to hold that cash in escrow on hand to fulfill an obligation when it comes due in, I think, a year and a half from now. So we don't have any intent to currently to make another offer. Speaker 200:32:05I think at this point, we're making a positive carry on interest on that cash being held. So it works well for us. And we're obviously making more interest than we're paying an interest on that convert. So to the second point of your comment, look, we're really committed without capital allocation to getting our leverage ratio below 4 times as soon as possible. We know that's an impediment to the business. Speaker 200:32:28It's we know investors want that. We understand the importance of it. It's a public company and we're committed to getting there quickly. Speaker 800:32:38Okay. And just the Lexus, the 2 acquisitions, I mean, are these businesses that you've known for years years? Was it an auction? I'm just curious how that some of this is still progressing after so many deals that you've done? Speaker 200:32:54Yes, Damian. On the case of 1, we have a long standing relationship with LexisNexis. They're obviously one of the largest legal tech companies out there up at Thomson Reuters. And this is something we're working on for over a year. And it was a very good opportunity for us with various favorable financing terms. Speaker 200:33:12It was a unique opportunity that it was kind of hard to turn down. Speaker 800:33:17Okay. Appreciate the comments. Thanks guys. Operator00:33:22Thank you. And your next question comes from the line of Kevin Krishnaratne from Scotiabank. Please go ahead. Speaker 900:33:29Hey there. Good evening. Just a question on your ARR mix, it was 30%. I know you've given targets of getting to 50%. I can't recall when that timeline is, but you have a view of where you like this metric to be at the end of the current 2025? Speaker 500:33:48Yes. So, yes, you're right, Kevin. We do have those public metrics that have not changed. So we'd like to reach 40% by the end of this fiscal period and then get to 50% beyond for the next fiscal period. Speaker 900:34:05Okay, got it. Thanks for that. On the minimum volume pricing sort of strategy, can you talk about like the sort of behavior that you're seeing from your clients, from lawyers' offices when like how are they setting the minimum? Do you feel like they're basically setting the minimum off of the current sentiment in the market? Or are they booking in a little bit more transactions being optimistic? Speaker 900:34:34Like what are you seeing in terms of what they're setting? And how do you think about if there is upside to come beyond at a faster rate than what might be currently in the market, will you be able to capture that in terms of beyond the minimums? I'm just curious on what you're seeing sort of these guys are setting the minimums. Speaker 200:34:53Yes. So a couple of things. Keep in mind, this doesn't only apply to law firms that are involved in real estate transactions. We have a lot many customers that are using our products for corporate commercial type searches and regulatory filings that we do the same thing with. So to answer your question more specifically, we have tiers and pricing associated with tiers for our customers. Speaker 200:35:18As a business, we always want to get more minimum spend and obviously clients obviously want to give you less. So it's an ongoing negotiation between our reps and account managers to say and the client on to where they can best fit. We've done a lot of work over the last 12, even 18 months. And there's still a bit to go in some areas of the business where the tiers aren't standardized enough and it's more based on percentages of spend. We want to get where it's all standardized and we're kind of a lot of the way there, but not all the way there. Speaker 200:35:50But I hope that gives you some color and helps understand kind of how we approach it. Speaker 900:35:54Yes, no, it's helpful. Thanks for that, Matt. Maybe for Frank, just to remind on the sort of the cash flow dynamics of the minimums, can't recall, do you get the cash on a minimum payment all upfront beginning of the year? Is it every month, every quarter? How does the cash come in? Speaker 500:36:13Yes. The majority of the contracts are over 3 years, 3 years in 10 year and we get the cash. If they do not meet their minimum guarantee, we get the cash at the end of each of those 3 years. Speaker 900:36:26End of each of those years. Okay. Thanks. Just the last one for me, I had a press release out, might have been a few weeks ago just on the mortgage discharge product. I know that that product is in Quebec and in Australia. Speaker 900:36:40But if you think about in Canada, can you remind us of how that big that business is in Quebec and how do you think about what that TAM opportunity is in Canada? Speaker 200:36:52Yes, it's a good question. Look, we think as we've talked in the past, it's a very large TAM. And obviously, Quebec, we kind of have that full settlement business we're involved in settling a very large majority of all mortgages in that market. English Canada is very fragmented and decentralized in how payments and the settlement of mortgages happens. So like property transaction, I should say. Speaker 200:37:21So look, it is an incremental process. You had one bank, the next bank, the next bank. So today we have BMO and national nationwide. And so it's our goal to keep adding more banks and eventually trying to replicate what we've done in the province of Quebec. Just to set expectations, it does take a long time. Speaker 200:37:41It took decades to do this in Quebec. In Australia, it took government intervention, took for PACSAR to do it. So it's we're doing it slowly and organically. When you get there, it really creates a lot of value for your customers when you can seamlessly settle a mortgage or property transaction with ClickFunnel. Speaker 900:38:01Got it. Okay. That's it for me. I'll pass it on. Thank you. Operator00:38:06Thank you. Your next question comes from the line of Gavin Fairweather from Cormark. Please go ahead. Speaker 700:38:16Hey, good afternoon. First one for me, maybe you can just touch on the UK business. I know one of your growth levers was to bundle search in with the practice management business. Can you provide us an update on how that initiative is progressing? Speaker 200:38:31So that's initiatives that's underway. It is, practically into ARR. We don't disclose the exact numbers that we've gotten from that. But of the customers that it applies to, we have been very successful in taking customers into practice management and being able to put them on minimum spend contracts for the real estate and property searches they require, to drive additional upside. So we'll see those results. Speaker 200:38:57A lot of that activity happened in the late half of fiscal twenty twenty four. So we should see a lot of that benefit in the coming fiscal year. Speaker 700:39:05Okay, that's helpful. And then on the Canadian business, maybe just on the refinance side, I mean, you touched about Green Shoots on the transactional revenue line. Curious if you're starting to see with rates falling down a bit more of a robust or normalizing refinance line coming out of that Canadian business? Yes, not a ton. Speaker 200:39:25I mean the Canadian business the revenue we generate related to Canadian real estate transactions remains kind of sluggish. What we're seeing is a lot of the rest of our business, whether it's subscription revenue, our FinTech business and or kind of transactions that are exposed to corporate commercial type transactions are really picking up really significantly what we're seeing by revenue exposure, real estate being a bit more sluggish. But look, as interest rates come down, we remain optimistic. At some point that comes back and it's a huge cash shoot for the business. So we're excited when that day comes. Speaker 700:40:05Okay. Thanks. We'll stay tuned. And then just maybe for Frank, just following up on the cash flow discussion. It looks like from a quick scan that the investment in intangibles was a little bit higher this quarter. Speaker 700:40:16Can you provide any expectations around that line going into 2025? Speaker 500:40:22Yes. I think you're referring to the capitalized tangibles that we had. We are obviously drawing that down as over time, get more efficient actually prioritizing projects accordingly. So we do expect that line item to be lower in the future. But I think roughly in that $20,000,000 $25,000,000 annually would be a target range. Speaker 700:40:50Okay. That's it for me. Thank you. Operator00:40:54Thank you. There are no further questions at this time. I will now hand the call back to Mr. Hass Hirji for any closing remarks. Speaker 100:41:02Great. Thanks for all of you guys that attended and we look forward to connecting with you for our Q1 results at a date we communicated in the near future. Until then, have a great day. Thank you.Read morePowered by Key Takeaways Achieved record Q4 revenue of CAD 120 million (+15% YoY ex-TM Group), delivered the second-highest adjusted EBITDA at CAD 69 million and a record CAD 32 million leverage free cash flow since IPO. Annual recurring revenue (ARR) reached CAD 137 million (29% of Q4 revenue) with a goal to hit 40% ARR by end of fiscal 2025 and 50% thereafter via subscription-based offerings and minimum-spend contracts. FinTech segment grew revenues by over 20% in FY 2024, serving 100+ financial institutions in Canada and Australia, and is off to an even stronger start in fiscal 2025 amid an ongoing strategic review. Completed a CAD 21 million upfront tuck-in acquisition of Asia-Pacific practice management firm Lexis Affinity (60 employees, 12,000 users), aligning with the Unity interoperability strategy and targeting net-debt/EBITDA below 4×. Business improvement plan delivered CAD 70 million of annualized free cash flow benefits and sustained EBITDA margins of 57% in Q4, bolstering debt reduction and ongoing cost optimization. AI Generated. May Contain Errors.Conference Call Audio Live Call not available Earnings Conference CallDye & Durham Q4 202400:00 / 00:00Speed:1x1.25x1.5x2x Earnings DocumentsPress Release Dye & Durham Earnings HeadlinesDown by 62%: Is Dye & Durham Stock a Value Buy or Bust?May 20 at 8:02 PM | msn.comBoard Letter to ShareholdersMay 13, 2025 | finance.yahoo.comTrump Predicts Dollar DownfallREAD THIS VERY CAREFULLY: If you have $100,000 or more saved for retirement, this may make you VERY angry... This is what President Trump said: "Our currency is crashing and will soon no longer be the world standard, which will be our greatest defeat, frankly, in 200 years." Why Would He Say This?May 22, 2025 | Augusta Precious Metals (Ad)TSX Tails off to End Week, But Gains over 5 DaysApril 26, 2025 | theglobeandmail.com1 Magnificent Canadian Stock Down 65% to Buy as AI Takes OffApril 23, 2025 | msn.comEx-Dye and Durham CEO Matt Proud under fire for ‘abusive and coercive’ bid for ISC stockApril 8, 2025 | theglobeandmail.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 Ina, and I will be your conference operator today. Operator00:00:04At this time, I would like to welcome everyone to the Dai and Durham 4th Quarter and Year End Fiscal 2024 Earnings Call. I would now like to turn the call over to Hass Hirji, VP, Investor Relations of Dime Durham. Mr. Hirji, you may begin your conference. Speaker 100:00:22Great. Thank you, operator, and good afternoon, everyone. Welcome to the Dime Durham conference call. Before we start, we'd like to remind you that all amounts discussed on this call are denominated in Canadian dollars unless otherwise indicated. Please note that statements made during this call may include forward looking statements and information and future financial information regarding Daimler Durham and its businesses and disclosure regarding possible events, conditions or results that are based on information currently available to management, which indicate management's expectation of future growth, results of operations, business performance and business prospects and opportunities. Speaker 100:01:06Such statements are made as of this day hereof and Dine Durham assumes no obligation to update or revise them to reflect events, disclosures or circumstances, except as required by applicable securities laws. Such statements involve significant risks and uncertainties and are not a guarantee of future performance or results. A number of these risks or uncertainties could cause results to differ materially from the results discussed today. Given these risks and uncertainties, one should not place undue reliance on these statements and information. Please refer to the forward looking statements and information and future oriented financial information section of our public filings, without limitation, our MD and A and our earnings press release issued today for additional information. Speaker 100:01:55Joining us on the call today are Matt Proud, DioneDurham Chief Executive Officer Frank Duisso, DioneDurham Chief Financial Officer and Martha Valens, Global Chief Operating Officer. A 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 200:02:17Thanks, Hass, and good afternoon, everyone. We've built one of the largest legal technology software companies in the world. Our customers depend on our products daily as mission critical software to manage their business effectively and efficiently. You can see the momentum we're building with our 4th quarter results. We reported the highest revenue quarter in the company's history, excluding the impact of the TM Group divestiture with $120,000,000 of top line revenue. Speaker 200:02:46This represents 15% growth. We also generated the 2nd highest level of adjusted EBITDA, taking into consideration the TM Group divestiture with $69,000,000 in the 4th quarter. While both revenue growth and EBITDA are important, we remain focused on generating free cash flow after servicing all the company's obligations. In this regard, I'm very pleased to announce in the quarter that we generated approximately $32,000,000 of leverage free cash flow, a record quarter performance since the company's IPO 4 years ago. At Dine Durham, we are very fortunate to be servicing the very attractive legal services end market, which has an accelerated adoption of technology to improve efficiencies in their client experience. Speaker 200:03:33This means that the business were well positioned across our tens of thousands of customers who are looking for streamlined workflows delivered through central dashboards with single sign on and software interoperability. We've invested significant sums of money over the last couple of fiscal years to make this a reality for our customers. And as you can see from the results, this is now paying off. Virtually all of our customers across the small and medium law segment, Speaker 300:04:03which we focus on require Speaker 200:04:04mission critical legal practice managed software to run their practice. Equally as important, this same segment requires non discretionary data and insight applications to conduct legal due diligence and the associated regulatory filings on behalf of their clients. Our strategy is to win by providing the interoperability to our customers at this intersection. Our Financial Technology business provides banking software to more than 100 financial institutions across Canada and Australia, including leading technology, payments, managed banking services to name a few. Across our platform, our customers and their end customers rely on our solutions every day to complete transactions and move funds. Speaker 200:04:46This business is performing well and grew year over year and has produced revenue growth greater of 20% in fiscal 2024. And in the start of Crystal 2025, it's off to an even greater start. As you know, there's an ongoing strategic review of this business, which has been challenging to manage given the distraction of recent activist activities that's been reported on. We continue to focus on our go to market strategy. As you can see over the last two fiscal years, we've managed to build our ARR to $137,000,000 a number which is rapidly growing. Speaker 200:05:21When we think of go to market at Dyneferm, the strategy falls into 2 buckets. 1, continue to focus on our top couple of 1,000 clients and putting them into minimum spend contracts. And 2, start to focus more on our large tail of tens of thousands of customers and drive a larger subscription based revenue model business. We have approximately $70,000,000 of license based subscription revenue today and our recent investments are designed to involve our offering into a more modern SaaS based relationship by providing a whole suite of products to a law firm that they require to run their practice together with a single technology platform instead of the more legacy common market practice of a single point solution product offering. These point solutions are disjointed and require law firms to utilize multiple systems which create complexity and a total lack of efficiency. Speaker 200:06:18We see an ability in the future years to significantly grow the subscription based model, while continue to transition our larger customers, that couple of 1,000 I talked of, to minimum spend contracts. This will help us grow ARR even further. Our strategy at Dioderum is to create the interoperability and bridge the requirements for law firms to use multiple systems in their day to day workflow. As you know, we've acquired a large number of practice management and data insight in due diligence applications globally and have worked very hard to integrate and create a consolidated platform and common brand for our customers around the world. Speaker 300:06:54This puts us in a Speaker 200:06:55great position to capture market share in this highly fragmented market that is forecasted to double by 2,030. Our Unity Global Platform is core to this strategy with the practice management and data insights into diligence verticals. Uniti brings together all the tools a small or medium sized business the small and medium sized law firm requires to run their practice, saving our customers time and money and providing real operational cost efficiencies as well as the latest technologies in the market, including a real reliance on AI. In addition to ARR growth, we also have a number of customers like financial institutions that generate revenue from us from contract overages and other revenue contracts through service agreements. Together with ARR, this annual contracted revenue represents 51% of the total revenue in the 4th quarter. Speaker 200:07:48We believe multiple levers exist to continue driving value creation at Dye and Durham. On the transactional side of the business, the interest rate environment supports a normalization of market activity in real estate and M and A. These are just 2 of a few drivers that are macro drivers in our transactional business. More transactions across our customer base generates more fees. Given our scale, this incremental revenue has an outsized impact on our bottom line as there is little to no incremental cost to additional transactions. Speaker 200:08:20We also continue to optimize the market position and positioning of our pricing and transaction offering. As we develop new functionalities and enhance and expand our application set, we are aligning our pricing strategy with the value we deliver to our customers. As evidenced by our results, our strategy is working. Organic growth rate came in at 8% during the Q4, a number we're very proud of. Our market positioning and the green chute in the macro market activity are bolstering our growth. Speaker 200:08:53This resulted this result outpaced the growth contributed from acquisitions in the quarter. On acquisitions, acquisitions still remain part of our strategy and we'll continue to focus on driving however, we will continue to focus on driving organic growth and when it comes to acquisitions doing more smaller tuck in M and A. This will allow us to focus on reducing our leverage ratio. That said, we remain very committed to driving leverage below 4 times as quickly as possible. At the same time, we've successfully demonstrated our ability to make acquisitions and deliver revenue synergies by cross selling to our large customer base and optimizing our pricing strategy of the unmanaged assets in the market in addition to reducing operational costs. Speaker 200:09:40We intend to remain disciplined. To that end, subsequent to June 30, we expanded our practice management offering across the Asia Pacific region with strategic tuck in of Lexus Affinity in the Asia Pacific region. This acquisition is aligned with our existing offering and complements our strategic vision of growing ARR through a practice management offering and owning that intersection of data and PMS software. The business is headquartered in Sydney, Australia and has approximately 60 employees across the APAC region, including Australia and New Zealand. The Affinity flagship PACS managed software services approximately 12,000 users in medium sized law firms across the region. Speaker 200:10:25The upfront cost for Afiniti the upfront consideration for Lexus Afiniti plus another small tuck in acquisition was $21,000,000 subsequent to June 30. We were able to negotiate very favorable payment terms on both these acquisitions, meaning the remaining deferred consideration totaling $48,000,000 will be payable interest free over a multi year period and the company estimates a large portion we paid for under the free cash flow generated from these businesses. I'm now going to turn it over to Martha to speak about our strong track record of capital allocation and acquisition results. Speaker 400:11:01Thank you and good afternoon everyone. As Matt mentioned, since the IPO, we have implemented a disciplined acquisition strategy that has significantly scaled the business by deploying approximately $1,900,000,000 in capital. On Slide 17, you can see the impact of these acquisitions. This group of acquired businesses account for more than 3 quarters of the capital that we've deployed in our acquisition strategy. The performance speaks for itself. Speaker 400:11:27Across these acquisitions, we've consistently delivered double digit compound annual revenue growth. Our largest acquisition, due process, we have nearly tripled revenue since we acquired that business in late 2020. More recently, we acquired Kritos, which provides KYC and AML capabilities used by lawyers to verify their customers' identity in the U. K. This is a critical part of the customer onboarding process for lawyers and a white labeled version of the Credis technology is already now integrated with our practice management applications in the U. Speaker 400:12:00K, allowing our customers direct access to use this technology. Despite having owned this business for less than a year, the revenue of Credis is up over 30% since we closed the acquisition, and we expect strong performance to continue as we drive further adoption of this product amongst our U. K. Customers. Our acquisition strategy has been centered around building a platform of scale and bringing together mission critical technologies used in the legal and financial sectors. Speaker 400:12:29We have been able to drive outsized returns for many of these acquisitions because they fit strategically into the business and the platform that we are building. While this slide looks at the performance on a case by case basis, pulling back to our wholesale view on the next slide, you can see the overall impact. We reported approximately $40,000,000 of adjusted EBITDA at the time of our IPO. We've acquired $113,000,000 in EBITDA since that time at a cost of 16.6 times EBITDA. We have created significant value from those acquisitions with $103,000,000 of organic adjusted revenue growth off of our pre IPO and acquired EBITDA base. Speaker 400:13:10Our ability post acquisition to repeatedly drive financial upside and extract incremental value from these businesses has meant that our post synergy EBITDA acquisition multiple is now down to 8.7 times. We will remain disciplined with our acquisition strategy. We will deploy capital carefully on strategic tuck in acquisitions where we are confident that we can repeat our track record of driving strong post acquisition performance and we will do this in parallel with our debt repayment targets. I'll now turn it over to Frank to discuss the financials. Speaker 500:13:43Thank you, Marzia, and good afternoon, everyone. This afternoon, we reported our Q4 year end fiscal 2024 results. Our results continue to demonstrate the resiliency and diversification of the business, support and growth in our progress management offerings and our annual recurring revenue continues to grow, which 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. Revenue exposed to real estate transactions globally in Q4 was 50% compared to 58% in the same period of fiscal 2023. Speaker 500:14:22It's important to keep in mind that fiscal 2024 is the strongest seasonal period for real estate transactions. Revenue exposed to real estate transactions in Canada was only 28% compared to 33% in the same period of last year. Our actual exposure to real estate transaction is even lower than 28% as the Canadian figures include refinancing transactions. Annual recurring contracted revenue was 29% as of June 30, compared to 18% at the same point in the prior year. As Matt mentioned, there are components of our revenue, which we do not include in ARR, such as revenue from contracted overages and other revenues under contract with service arrangements. Speaker 500:15:07These are included in annual contracted revenue, which includes AR and was 51% in the 4th quarter compared to 39% in the prior year period. We reported revenues of $120,000,000 $458,000,000 in the Q4 fiscal year 2024 respectively. This represents growth of 15% 14% respectively compared to the corresponding periods in fiscal 2023 when taking into consideration the sale of TM in August of 2023. Revenue was unchanged in Q4 year over year and grew 1.5% in fiscal 20 24 including 24, including the impact of TMG in the prior period, mainly as a result of organic initiatives. We generated adjusted EBITDA of $69,000,000 $258,000,000 in the 4th quarter and fiscal 2024 period respectively. Speaker 500:16:00The growth of 5% 6% in their respective periods was despite the divestiture of TM and its contribution in the prior periods. The improvements were primarily related to growth in organic initiatives as well as the impact of our business improvement plan and lower direct costs. We continue to maintain our strong EBITDA margins coming in at 57% in the quarter and 56% for the fiscal year, which is in line with our target range between 50% 60%. Total adjusted operating expenses, which include direct costs, technology costs, G and A, sales and marketing were $51,000,000 $200,000,000 for the quarter fiscal year period respectively or 43% 44 percent of revenue. Adjusted operating expenses for the quarter fiscal year were lower by approximately $3,400,000 $7,300,000 respectively from the prior periods, which demonstrates the improvements from our business improvement plan. Speaker 500:17:01Net finance costs for the quarter were $114,000,000 $228,000,000 for the Q4 and fiscal year period respectively, compared to $37,000,000 and CAD 132,000,000 in the corresponding periods of fiscal 2023. The change in Q4 was primarily due to non cash impacts arising from changes in the fair value of our current rolled ventures, contingent considerations, cross currency swaps and a loss of settlement on our retired Ares facility. Adjusted finance costs was adjusted for these changes in fair value and settlement losses was $31,400,000 lower by $4,000,000 versus the prior Q4 period, which primarily reflects the savings from our refinancing transaction completed in April of 2024. Acquisition, restructuring and other costs were $9,000,000 $29,000,000 for the Q4 and fiscal 2024 periods compared to $9,000,000 $59,000,000 respectively in the prior period. The quarterly period was in line with the previous year. Speaker 500:18:04You can see the significant improvement we've made in the annual period, a 52% reduction compared to fiscal 2023. We believe we could deliver additional improvements in this cost over time as we take additional actions to increase our cash flow performance. The gains made from our business improvement plan earlier in the year supported significant free cash flow in the quarter. We have fully realized $70,000,000 targeted free cash flow benefit from that plan in Q4 relative to the baseline period of fiscal of Q1. We have introduced a new non GAAP key performance measure, which we'll continue to report on, leverage free cash flow. Speaker 500:18:44Leverage free cash flow was $32,000,000 in the 4th quarter. That is an improvement of $38,000,000 compared to when we initiated the business improvement plan in the Q1 of fiscal 2021. Even when taking into consideration the secured note interest impact, which is paid semiannually, it is still a CAD24 1,000,000 positive improvement or approximately CAD96 1,000,000 annualized. This improvement includes savings achieved in a reduction of capital expenditures, lower net interest costs, lower adjusted operating expenses, as well as lower cash taxes paid. The cost reduction plan arising from our refinancing transaction did result in a higher amount of severance costs in the Q4 and we expect them to continue into the Q1 of fiscal 2025 due to the realization of synergies which will have a benefit impact for the remainder of 2025 and beyond. Speaker 500:19:38As part of our refinancing transaction, we've also implemented new cross currency swaps, which effectively hedge 100% of the cash foreign exchange movements and 85% of the interest rate movements. These swaps will have mark to market non cash adjustments, which will result in period to period variability in our finance metric. You will see this in the Q4 with a $20,000,000 expense to our finance costs. Now turning to our balance sheet, our net debt stood at approximately $1,260,000,000 as of June 30, 2024, which has been reduced by approximately $36,000,000 since June 30, 2023. As we discussed on the last call, we repaid all of our amounts outstanding under the Ares credit facility with the proceeds from the refinancing transaction. Speaker 500:20:26The refinancing transaction in Canadian dollars consisted of approximately $254,000,000 of senior secured notes due in 2029 and approximately $476,000,000 in senior secured term loan B facility due in 2,031 and $105,000,000 revolving credit facility. We understand the importance of reducing our leverage and we will set a target to reduce it below 4 times total net debt to adjusted EBITDA. That said, we have sufficient resources to manage our debt levels. The business generates strong sustainable cash flows. With that, I'll turn it back to the operator for the Q and A. Operator00:21:07Thank you. Ladies and gentlemen, we will now begin the question and answer Your first question comes from the line of Robert Young from Canaccord Genuity. Please go ahead. Speaker 600:21:37Hi, good evening. The organic growth increased sequentially, as you noted, from 4% to 8%, but ARR, the percentage of the revenue declined from 3% to 29%. So it feels as though the organic growth came from other parts the business. Maybe if you could just break that apart for me and give me a little more insight into where the growth is coming from here? Speaker 500:22:05Yes. So Rob, the ARR growth did decrease as a percent of total revenue as mainly as a result of the increase in overall transactions in the Q4. As I said earlier, the Q4 is our high point of typically real estate transactions. So that decreased the percentage, although the absolute number did increase. We are seeing growth in other areas of the Canadian market, in particularly the due diligence side, as well as the financial services side as well that helped with the organic growth in the quarter. Speaker 600:22:38Okay. And then you said that the 2 acquisitions that you made post quarter, I think you said $21,000,000 Was that for both? Is that the cash outflow for both Speaker 700:22:47of those acquisitions in total? Speaker 500:22:50That's correct. Speaker 600:22:52Okay. And then you had a special meeting that you had scheduled for August and that's been postponed. Do you Speaker 200:23:08Is there a question there? Speaker 700:23:11Since today? Speaker 500:23:22Rob, we're having trouble. Can you just repeat your question, please? Speaker 600:23:27Sure. You had to postpone your special meeting and I don't believe that there's a replacement date. If you guys give us an overview of where that process sits and then I'll pass the line. Speaker 200:23:46Yes. Can't say too much on that. As you know, the activist shareholders commenced litigation against us, which resulted in a judge, which resulted in actions from the courts, which included us suspending the meeting or pushing the meeting because we don't have an outcome from that litigation yet. We don't have a date for the meeting. So we'll keep the market posted as we learn more. Speaker 200:24:13Again, this was a result of the activists taking action on us. And as a result of the judge's order, we had to push the meeting. Speaker 500:24:23Okay. Thanks for Speaker 600:24:24taking the questions. Operator00:24:27Thank you. And your next question comes from the line of Thanos Moschopoulos from BMO Capital Markets. Please go ahead. Speaker 700:24:35Hi, good afternoon. From a cost perspective, have you captured all the cost synergies from the restructuring program at this point? Or might there be some incremental to come that were slightly less in the quarter? Speaker 200:24:51Look, we're always watching our cost base and managing it to make sure that we're able to properly deliver both for our customers and our stakeholders, our shareholders most notably. That said, as you know, in the spring of this year, we did identify publicly $26,000,000 of costs to come out of the business with the vast majority of that being kind of people related. And while it's always tough to say people cost out, it was getting the right thing for the business. Again, we've executed on a vast majority of those cost savings. There's always kind of more work to do as you kind of continue to manage the business. Speaker 700:25:38Okay. As far as the acquisitions, just to clarify, Lexus Infinity was the larger one of the 2? And then can you comment on which geography the second one was? Speaker 200:25:49Australia. And yes, it was a larger one of the 2. Speaker 700:25:54Okay. From a cash flow perspective, any puts and takes we should think about in the near term? I mean, obviously, there's a fact that some of your interest costs are semiannual. But aside from that, any specific puts and takes we should think about as we think about the first half of the year? Speaker 500:26:14Yes. So Rob, sorry Thanos, yes, you're right. The secured bond is paid semi annually, so that the next one is in October. So you should have reflected that. As I mentioned in my prepared remarks, there were the higher amount of severance costs that hit in Q4 and we expect a similar amount in Q1. Speaker 500:26:38And those are the only 2, I would say, factors right now reflecting us going forward as well with the continued business momentum that we had that's generating strong cash flows. Speaker 200:26:47I'd add to that, we do remain pretty laser focused on reducing one time charges. And a lot of the capital investment that we made over the last couple of fiscal years is shrinking significantly. So those are the two areas that we are focused on. Speaker 700:27:07Great. I'll pass the line. Thanks. Operator00:27:11Thank you. And your next question comes from the line of Scott Fletcher from CIBC. Please go ahead. Speaker 300:27:19Hi, good evening. I wanted to ask just you mentioned sort of the focus being on tuck in M and A in your prepared remarks. With these sort of these two deals are combining to be 20 upfront and 60 all in, maybe if you could just help if you could define sort of what you see as a tuck in and what we can expect size wise looking forward? Speaker 200:27:40Yes. I mean, I would define both of those as tuck in. In those cases, I mentioned, while it was kind of sort of a 2020 upfront, we were able to negotiate, as I said in my prepared remarks, very favorable vendor financing terms, which enable us to pay for the remainder of the amount due interest free out of majority of the cash flow over the coming years. So those are obviously very good opportunities and hard to come by. So particularly given the strategic nature of the business, those are the type of tuck ins that we're looking for going forward in the near term anyways. Speaker 200:28:20But with a larger focus, again, in the near term on keep continuing to go to market, drive organic growth and we are again focused on reducing that our leverage ratio. Speaker 300:28:34Okay, thanks. And then just on that business sort of as you said, it fits with the strategy. Is it something just to clarify, is that something where your due diligence product in Australia can be integrated to go to market in the same way you plan you do with Unity? And then will it be rebranded as Unity in Australia? Is that the idea? Speaker 400:28:55Yes, sure. I'll take that. So in LexisNexis actually our due diligence product is already integrated there. Prior to the acquisition, it was integrated with both us and a competitor of ours. So there is a very meaningful kind of cross sell opportunity there. Speaker 400:29:10And then yes, ultimately both acquisitions will be rebranded to our Unity practice management brand. Speaker 300:29:19Okay, thanks. That's helpful. Appreciate it. Operator00:29:24Thank you. And your next question comes from the line of Stephen Volund from Raymond James. Please go ahead. Speaker 800:29:32Thanks. Maybe just going back to the activists, one of your press releases, it did say that the court hearings were expected to be at the end of August. I'm just wondering, I know you can't talk much about them, but did those hearings actually take place? Speaker 200:29:47Yes, there was a hearing at the end of August, and we're waiting on a decision from the court. Speaker 700:29:56Okay. Speaker 800:29:58Okay, that's helpful. Second question, last quarter you gave some guidance in terms of the coming strength of the quarter you just reported. You talked about kind of record revenue, very strong EBITDA. I'm wondering if that momentum was carried into the I guess it would be your Q1 'twenty five quarter and if you want to provide any kind of run rate or it's going to be a similar quarter in terms of guidance and maybe I have provided, I apologize if you have. Speaker 200:30:31Yes. Look, to give you color, look, our business continues to perform well. I talked about close to record. And as I said, when you back out the divestiture, it was a record revenue quarter Q4. Q1 continues to look very strong. Speaker 200:30:48Our business is going very well. I mentioned that kind of that what we're seeing is the strong continued growth in ARR, which is important to us. But obviously, that's translating too into financial performance. So we're very happy with where the business is heading, and are very bullish and positive on the business. Speaker 800:31:06Okay. And then, I know it was touched on a little bit, but just we talked a little bit you talked a little bit about cash flow, but what about capital allocation in general? I mean the SIB, is there going to be another attempt for that to pay down some additional debt or some of your sorry, your converts? What's the feeling on top of the allocation? Speaker 200:31:33Yes. In regards to the SIB, it's a good question. As a condition of the larger refinancing we did, which really gave us a lot of flexibility and certainty of our capital structure over the next 5 years, we were required to make an offer to the convert holders, which we did. We need to hold that cash in escrow on hand to fulfill an obligation when it comes due in, I think, a year and a half from now. So we don't have any intent to currently to make another offer. Speaker 200:32:05I think at this point, we're making a positive carry on interest on that cash being held. So it works well for us. And we're obviously making more interest than we're paying an interest on that convert. So to the second point of your comment, look, we're really committed without capital allocation to getting our leverage ratio below 4 times as soon as possible. We know that's an impediment to the business. Speaker 200:32:28It's we know investors want that. We understand the importance of it. It's a public company and we're committed to getting there quickly. Speaker 800:32:38Okay. And just the Lexus, the 2 acquisitions, I mean, are these businesses that you've known for years years? Was it an auction? I'm just curious how that some of this is still progressing after so many deals that you've done? Speaker 200:32:54Yes, Damian. On the case of 1, we have a long standing relationship with LexisNexis. They're obviously one of the largest legal tech companies out there up at Thomson Reuters. And this is something we're working on for over a year. And it was a very good opportunity for us with various favorable financing terms. Speaker 200:33:12It was a unique opportunity that it was kind of hard to turn down. Speaker 800:33:17Okay. Appreciate the comments. Thanks guys. Operator00:33:22Thank you. And your next question comes from the line of Kevin Krishnaratne from Scotiabank. Please go ahead. Speaker 900:33:29Hey there. Good evening. Just a question on your ARR mix, it was 30%. I know you've given targets of getting to 50%. I can't recall when that timeline is, but you have a view of where you like this metric to be at the end of the current 2025? Speaker 500:33:48Yes. So, yes, you're right, Kevin. We do have those public metrics that have not changed. So we'd like to reach 40% by the end of this fiscal period and then get to 50% beyond for the next fiscal period. Speaker 900:34:05Okay, got it. Thanks for that. On the minimum volume pricing sort of strategy, can you talk about like the sort of behavior that you're seeing from your clients, from lawyers' offices when like how are they setting the minimum? Do you feel like they're basically setting the minimum off of the current sentiment in the market? Or are they booking in a little bit more transactions being optimistic? Speaker 900:34:34Like what are you seeing in terms of what they're setting? And how do you think about if there is upside to come beyond at a faster rate than what might be currently in the market, will you be able to capture that in terms of beyond the minimums? I'm just curious on what you're seeing sort of these guys are setting the minimums. Speaker 200:34:53Yes. So a couple of things. Keep in mind, this doesn't only apply to law firms that are involved in real estate transactions. We have a lot many customers that are using our products for corporate commercial type searches and regulatory filings that we do the same thing with. So to answer your question more specifically, we have tiers and pricing associated with tiers for our customers. Speaker 200:35:18As a business, we always want to get more minimum spend and obviously clients obviously want to give you less. So it's an ongoing negotiation between our reps and account managers to say and the client on to where they can best fit. We've done a lot of work over the last 12, even 18 months. And there's still a bit to go in some areas of the business where the tiers aren't standardized enough and it's more based on percentages of spend. We want to get where it's all standardized and we're kind of a lot of the way there, but not all the way there. Speaker 200:35:50But I hope that gives you some color and helps understand kind of how we approach it. Speaker 900:35:54Yes, no, it's helpful. Thanks for that, Matt. Maybe for Frank, just to remind on the sort of the cash flow dynamics of the minimums, can't recall, do you get the cash on a minimum payment all upfront beginning of the year? Is it every month, every quarter? How does the cash come in? Speaker 500:36:13Yes. The majority of the contracts are over 3 years, 3 years in 10 year and we get the cash. If they do not meet their minimum guarantee, we get the cash at the end of each of those 3 years. Speaker 900:36:26End of each of those years. Okay. Thanks. Just the last one for me, I had a press release out, might have been a few weeks ago just on the mortgage discharge product. I know that that product is in Quebec and in Australia. Speaker 900:36:40But if you think about in Canada, can you remind us of how that big that business is in Quebec and how do you think about what that TAM opportunity is in Canada? Speaker 200:36:52Yes, it's a good question. Look, we think as we've talked in the past, it's a very large TAM. And obviously, Quebec, we kind of have that full settlement business we're involved in settling a very large majority of all mortgages in that market. English Canada is very fragmented and decentralized in how payments and the settlement of mortgages happens. So like property transaction, I should say. Speaker 200:37:21So look, it is an incremental process. You had one bank, the next bank, the next bank. So today we have BMO and national nationwide. And so it's our goal to keep adding more banks and eventually trying to replicate what we've done in the province of Quebec. Just to set expectations, it does take a long time. Speaker 200:37:41It took decades to do this in Quebec. In Australia, it took government intervention, took for PACSAR to do it. So it's we're doing it slowly and organically. When you get there, it really creates a lot of value for your customers when you can seamlessly settle a mortgage or property transaction with ClickFunnel. Speaker 900:38:01Got it. Okay. That's it for me. I'll pass it on. Thank you. Operator00:38:06Thank you. Your next question comes from the line of Gavin Fairweather from Cormark. Please go ahead. Speaker 700:38:16Hey, good afternoon. First one for me, maybe you can just touch on the UK business. I know one of your growth levers was to bundle search in with the practice management business. Can you provide us an update on how that initiative is progressing? Speaker 200:38:31So that's initiatives that's underway. It is, practically into ARR. We don't disclose the exact numbers that we've gotten from that. But of the customers that it applies to, we have been very successful in taking customers into practice management and being able to put them on minimum spend contracts for the real estate and property searches they require, to drive additional upside. So we'll see those results. Speaker 200:38:57A lot of that activity happened in the late half of fiscal twenty twenty four. So we should see a lot of that benefit in the coming fiscal year. Speaker 700:39:05Okay, that's helpful. And then on the Canadian business, maybe just on the refinance side, I mean, you touched about Green Shoots on the transactional revenue line. Curious if you're starting to see with rates falling down a bit more of a robust or normalizing refinance line coming out of that Canadian business? Yes, not a ton. Speaker 200:39:25I mean the Canadian business the revenue we generate related to Canadian real estate transactions remains kind of sluggish. What we're seeing is a lot of the rest of our business, whether it's subscription revenue, our FinTech business and or kind of transactions that are exposed to corporate commercial type transactions are really picking up really significantly what we're seeing by revenue exposure, real estate being a bit more sluggish. But look, as interest rates come down, we remain optimistic. At some point that comes back and it's a huge cash shoot for the business. So we're excited when that day comes. Speaker 700:40:05Okay. Thanks. We'll stay tuned. And then just maybe for Frank, just following up on the cash flow discussion. It looks like from a quick scan that the investment in intangibles was a little bit higher this quarter. Speaker 700:40:16Can you provide any expectations around that line going into 2025? Speaker 500:40:22Yes. I think you're referring to the capitalized tangibles that we had. We are obviously drawing that down as over time, get more efficient actually prioritizing projects accordingly. So we do expect that line item to be lower in the future. But I think roughly in that $20,000,000 $25,000,000 annually would be a target range. Speaker 700:40:50Okay. That's it for me. Thank you. Operator00:40:54Thank you. There are no further questions at this time. I will now hand the call back to Mr. Hass Hirji for any closing remarks. Speaker 100:41:02Great. Thanks for all of you guys that attended and we look forward to connecting with you for our Q1 results at a date we communicated in the near future. Until then, have a great day. Thank you.Read morePowered by