Datum Consulting Group, LLC (ALYA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Welcome to Alithya's live conference call. I'd now like to turn the meeting over to Rachel Andrews, Vice President, Communications and Marketing at Alithya. Please go ahead, Ms. Andrews.

Good morning, everyone, and thank you for joining us. Earlier today, Alithya announced that it had entered into a binding agreement to acquire U.S.-based Datum Consulting Group. The closing of the transaction is expected to take place on July 1, 2022, and is subject to customary conditions for a transaction of this nature, including approval from the Toronto Stock Exchange. On the call with me this morning are Paul Raymond, Alithya's President and Chief Executive Officer; and Claude Thibault, Chief Financial Officer. After remarks from Alithya's leadership team, we will open up the call for questions. Before we begin, I would like to specify that this conference call is intended for the financial community. Also, please be advised that this call will contain statements that are forward looking and which are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. Please refer to the cautionary statement on the second slide of our presentation. Let me remind you that all figures expressed on today's call are in Canadian dollars unless otherwise stated, and be aware that we will refer to certain indicators that are non-IFRS measures. Please refer to the cautionary statement on the second slide for more details. Now I would like to turn the call over to Paul Raymond.

[Foreign Language] Good morning, everyone. I'm very pleased to be here with you this morning to announce our latest acquisition, U.S.-based Datum Consulting Group. Datum is a leader in digital transformation services for data-rich insurers and other regulated entities such as government organizations. They specialize in unstructured data with an emphasis on leading-edge software and services focused on information capture, content management as well as applications and rules modernization. In a nutshell, Datum's 150 professionals use their expertise, intellectual property and innovative solutions to help insurers get their data and technology stack digital-ready in order to subsequently innovate new data-driven experiences and products. I wish to take a moment to welcome these new members of the Alithya family and congratulate them on the impressive business that they have built over the years. We are proud and excited to have them join the Alithya adventure and continue on the road of accelerated growth and success together. I also wish to take a moment to welcome and thank Datum's many valued customers. The company has an impressive blue-chip customer lineup and currently serves, among others, 6 of the United States' top 10 health insurers. In terms of revenues, 90% are derived from the insurance industry and 40% can be defined as recurring. Following the acquisition of R3D in April 2021, Alithya's deep and expanding insurance industry expertise providing a strong basis for continued value creation in the years to come. Before continuing, let's take a close look at 3 of the key highlights of this transaction. First, Datum will consolidate our leadership in digital transformation services for insurers and other regulated entities. The added platform competencies, proprietary software products and SaaS offerings in support of the world's leading insurers' digital transformation, provides us with the foundation to continue to sustain growth and position us as a leader in this sector. I will provide additional details on their proprietary platforms in a few minutes. Second, the transaction enhances Alithya's revenue mix with more than 40% of recurring revenues, which is expected to increase over time, given our focus on higher-margin proprietary cloud-based SaaS software solutions. Datum also generates an EBITDA margin over 30%, thereby positively enhancing Alithya's consolidated margin profile. And third, Datum presents strong organic growth prospects, combined with promising cross-selling potential with Alithya's current services and its insurance sector client base. Datum's proprietary platforms will now give us the ability to win higher tier projects and make Alithya an increasingly competitive and compelling provider in the growing U.S. insurance modernization space. Finally, Datum will augment our relative presence in the U.S., add a well-established offshore delivery capability and expand our reach. I will now give you a bit of color on Datum, it's IP and the joint opportunities that we see. With its insurance expertise, numerous IP solutions and modern platform competencies, Datum is helping insurers embrace digital transformation. Datum's management has spent time and effort over the years to productize the company's institutional knowledge into its rapid suite of solutions. Powered by artificial intelligence and machine learning-based business models and accelerators, it enables clients to modernize data capture, content and business processes. This product suite is a key differentiator for the company, having been built with the input of insurers and deployed amongst multiple clients. The Capture segment focuses on the RapidCAPTURE product suite, refers to a mix of products and services for the intelligent ingestion and structuring of data from legacy platforms. This suite utilizes AI, artificial intelligence, and machine learning to extract and normalize unstructured data sets, which can be translated into various usable documents and other structured data sets. These product solutions are offered on a subscription basis. The content segment is involved with the digital organization and storage of customer data and documents. Once data is extracted using the Capture products, the other Rapid suite manages the content based on customer needs. Datum's content solutions also involve both the implementation of IBM's FileNet Content Manager and leverages its Rapid suite of products. Finally, the Modernization segment refers to the migration away from customer legacy applications and business rules towards a new platform. Long before the COVID-19 pandemic, ensures we're investing in digital transformation. Spurred by the rise of start-ups, those investments took on new urgency as the pandemic forced businesses to abruptly shift to digital operations. As such, the acquisition of Datum provides Alithya with a great opportunity to capitalize on this fast-growing global insurer tech market. Claude will now provide you a few more details on the financial highlights of this transaction. Claude?

[Foreign Language] Good morning. Let's review some financial parameters of the acquisition. The total purchase price of Datum equals USD 45.5 million or CAD 57.5 million, including around USD 500,000 of assumed IFRS 16 lease liabilities. The other transaction amounts I will now share are all in U.S. dollars. The remaining purchase price of USD 45 million, when excluding the IFRS 16 lease liabilities, is split between a base consideration of USD 32 million and earn-out consideration of up to USD 13 million. The base consideration is payable 55% on closing with the balance payable equally over 3 years on the anniversary date of closing. Overall, the base consideration is payable 75% in cash and 25% in shares, all on the same dates. The share portion of the base consideration when paid in full at the end of the 3 years will result in the issuance of 3.7 million Class A subordinated voting shares of Alithya. In terms of valuation, the base consideration of USD 32 million represents a multiple of approximately 5.3x that targets trailing 12-month adjusted EBITDA of approximately USD 6 million as at December 31, 2021. The purchase agreement also includes USD 13 million in potential earn-out considerations, payable annually on each of the next 3 anniversaries of closing, subject to the achievement of gross profit increase targets over that period. This is a prudent value-driven earn-out payment structure with earn-out considerations payable only on the incremental gross profit dollars and only if gross margin reaches a minimum required percentage. Actually making some or all of the earn-out consideration payments will, in fact, decrease the overall EBITDA multiple paid for the acquisition. The earn-out considerations are also payable 75% in cash and 25% in shares which would represent 1.5 million additional shares issued if paid in full. The cash on closing portion of the purchase price, namely USD 13.7 million as well as the related transaction costs are expected to be funded through a CAD 2.5 million add-on to our Investissement Québec’s subordinated unsecured loan, and the remainder through availabilities under our $125 million revolving credit facility. Considering the financial structure of the acquisition and considering the good historical profitability of Datum, we believe the use of that on closing is relatively moderate and we are expecting steady deleveraging thereafter. Again, the business model of Datum features around 40% of recurring type revenues on total revenues of around CAD 23 million. The company is also highly profitable with close to CAD 8 million in adjusted EBITDA, meaning an adjusted EBITDA margin of over 30%. On a pro forma basis, using our 12-month period ended December and the full year of R3D, Vitalyst and Datum, Alithya now shows over CAD 470 million in combined pro forma annualized revenues. Following the acquisition, our U.S. revenues will represent close to 40% of our global revenues. The acquisition of Datum brings us closer to adding half of our revenues from the United States, a trend which is always an important element of our short- and long-term growth strategies. In closing, special thanks to the teams who have worked on this transaction. I know it took a lot of work and long hours on both sides to get us here. Turning back to Paul.

In closing, I'd like to reiterate my enthusiasm for this transaction. As we begin the process of leveraging the many opportunities provided by this strategic acquisition, Datum's strong business model will contribute on multiple fronts. In addition to broadening Alithya's presence, an offering in the insurance industry, Datum's high-margin recurring revenue base, strong selling potential and promising growth prospects have all the ingredients for a great transaction. And again, we're very proud to welcome the whole Datum team to the Alithya community. One of the pillars of our long-term strategic plan in addition to profitable organic growth has been our very disciplined approach to mergers and acquisitions. This has enabled us to be successful not only in integrating the existing operations of the companies that we have acquired, but also in leveraging further growth and cross-selling opportunities. In the past year, we have completed the integration of R3D, Trafic3w and Vitalyst. Although we see the current M&A environment with optimism, we remain disciplined. Our focus is always on acquiring the right company for the right price at the right time, and to gain direct access to complementary expertise and client bases to enhance our ability to bid on larger and higher-value digital transformation projects. Our acquisition of Datum is a great example of that approach. I would also like to take a moment again to thank our team who have now completed 3 acquisitions in the last 12 months over and above their day jobs, and also use the opportunity to invite you to our analyst call on June 17 to review our Q4 results. Thank you, everybody, and we're ready for questions, operator.

[Operator Instructions] Our first question comes from Amr Ezzat from Echelon.

Congrats on the acquisition. Maybe my first one is on -- if you could touch on the product suite. I know you spoke to Datum's 14 proprietary products. When I'm thinking about platform and content modernization, I'm not really expecting a big SaaS component. Is that recurring portion all from the capture segment? Or how do I think about that?

It's -- yes, thanks for the question, Amr. It's actually from all 3. So typically, when you look at modernizing a legacy platform, very often, the data is unstructured. So it's all over the place. It's in multiple different databases. And the first thing that the customer needs to do is figure out where the data is and how to structure it. So the first tool, which the customer can use over and over because most of our customers have hundreds of legacy applications where the subscription model comes from, they basically run this through their systems to capture the data and structure it. Then the next one is really looking at content. And then the third one is leveraging the first two to actually automate the processes so that we can convert it to a newer technology. So all 3 are important. And you need to go through the 3 to be able to modernize your systems anyway. Sometimes, some organizations will only do the first 2 or first 1 and basically use what they have to add a front end over something that's already existing. But the intent is to use all 3. And of course, to tie this into our other IP, which is automated testing. So we want to be able to do the upfront work and help the customers modernize their systems and accelerate that and then to be able to help them test what they've done as well. So very complementary to what we do today.

Okay. But once the clients are done converting, I guess, to a modern platform, is there still a recurring component thereafter? Or that's it. How do I...

Maybe to put it in perspective, for a one large U.S. health insurer, this is like a multiyear project to do. I mean they have years and years of legacy systems to modernize. And so no -- yes, they've been involved with some customers for a very, very long time.

I understand. How do we think about the company's historical growth profile?

Very good growth. It's accelerated significantly during the pandemic because of the IP. So if you think of this company, it started out as a service's company, focused on insurance. They built these tools over time. They've productized them with the help of the insurers, their actual customers. They launched these tools few years ago and really refined them at the beginning of the pandemic, and now it's starting to take off. So their growth has been very interesting during the pandemic. As we've been negotiating with them, that growth has been continuing. So we see a very positive perspective of being able to leverage what they do with our existing customer base. So we see a significant potential for growth there.

Okay. I mean, the common theme with the 3 acquisitions you spoke to is like recurring revenues. And when I think about that number you guys gave out of pro forma LTM sales of $470 million. Maybe you could remind us how much of that you consider to be recurring revenues?

Yes, thanks for the question. We do not have that information to share with you today. I'd refer back to -- we will have our Q4 call in a couple of weeks. So I would ask you to ask that question then, if you don't mind.

Yes. No, I'll make sure to do that. And then maybe one last one. Can you perhaps touch on how this deal came about? And the rationale for the Datum guys to sell at this stage?

Yes, it came through an investment banker. We were approached. The company actually knew of us, the investment banker knew of us as well. They know the profile, the type of companies that we look for. To your point, if you look at the last 3 acquisitions we've done, very high-margin, IP-driven, recurring revenue. That fit into the industries that we target. So we were approached on this one. And the seller was looking for a strategic buyer, and we were the best fit for what they were looking for. So again, it was driven by the cultural fit and the business need for both sides. And the founder is staying [ on Board ] by the way.

[Operator Instructions] Our next question comes from Nick Agostino from Laurentian Bank Securities.

And I just want to extend my congrats as well, it's a great transaction. I guess, Paul, my first question is, if I recall correctly, your target is about CAD 600 million of pro forma run rate revenue. And I believe it was over [ CAD 300 million ], give or take a year period. And just with this transaction, now as part of the fold and putting you at CAD 470 million run rate, are you on plan for -- or on track for your target? Or do you think you're going to need more acquisitions to get to your goal?

Yes. Thanks for the question, Nick. So the 3-year plan, so we're in year 2 of that 3-year plan. If you look at our past quarters, again, the pro forma number here is looking backwards. So -- if you look at where we're at now and the organic growth that we've had in the past year, we feel very comfortable with our 3-year target. And again, we can give you more color on that in a couple of weeks when we do the quarterly update, but we're very comfortable with our 3-year target.

And I'm not sure if M&A -- given the comfort with your target, I'm not sure what targets would look like beyond that. But I'm just wondering, now that you've obviously made 3 acquisitions over the last, I guess, 5 months. Are there -- are you going to continue to be acquisitive in the short term? Or given your comfort on your 3-year plan, are you guys looking to take a pause?

We're always looking, Nick. So again, this opportunity was brought to us. So this was not on our radar screen. It was brought to us. We thought the fit was perfect to -- and if you folks have seen in the last 3, we're very disciplined. So again, we're paying just over 5x EBITDA on this transaction. We've structured a very good earn-out for both sides. I hope we get to pay the earn-out because if we do, it means that both sides win. It's very positive the way it's structured. This is a business that we can integrate very rapidly because of what they do and how they're structured. The other nice thing about this and we talked about it, but just in a glance is, we're now adding a global delivery capability and an offshore delivery capability, which we were looking for. So that's going to be a great accelerator for the rest of our business as well. So we're always looking. This transaction has been several months in the making. So even if we said we wanted to take a break, we'd still be working on the one for 6 months from now or a year from now or 2 years from now. So we're always out there looking for the right deals, and we're always open to that. We have -- we're very comfortable with our financial position. We know we're going to be deleveraging very fast. So no, we're not pausing everything or anything. We're still actively looking, but we have the luxury of being disciplined.

Okay. And I would add that -- sorry, Nick, I would add, Paul, did not say we would reach our target necessarily without acquisitions. When he says he's comfortable with the CAD 600 million figure, we're at the beginning of year 2. So we will see where organic growth goes. We will see the opportunities that are brought to us in terms of M&A. It's a combination of those 2 things that would shape out over the next couple of years. So yes, we are confident, but we did not say organic growth. We're not projecting organic growth alone to get us there. It may. But we -- as you know, we don't provide guidance to the market, and this is not intended to be such a guidance in itself.

Okay. Great. So that was the additional color I was looking for. I appreciate that. When it comes to the fact that this deal checked off a few boxes. I know you guys were looking for IP. So good deal from that perspective, more into the U.S. market, obviously, more entrenched on the insurance side, leveraging R3D. When you look at other pieces that you would like from an M&A perspective, what would those look like?

Oh boy, we have a lot of things we're looking for. As I've mentioned in the past, we'd love to add to our ERP -- our cloud ERP capabilities. We're number one in health care, Oracle cloud health care where we're growing that into other sectors, financial services, professional services. On the Microsoft side as well on the ERP, the cloud, we're number one in process manufacturing in North America. We'd love to add other verticals in that side as well. There are other ERP packages out there like SAP, which, again, is something we'd like to look for. We'd like to further enhance our global delivery capabilities. Now we're adding India and a few other locations, which is great, which is going to help us leverage cost savings in the rest of the organization as well. So to me, that one is kind of a gift that keeps on giving. So there's many other places. We're still -- despite these additions, there's still many, many other places that we can add to our offerings in North America alone, and now that we're in other jurisdictions as well as with this acquisition, I mean there's still a lot of work to do, Nick.

Okay. Yes. So it's still a big shopping list. I guess two other very quickly. If I understood you guys correctly, this will be reported as a separate entity similar to the Vitalyst transaction from earlier this year. Is that correct?

It's going to be part of our U.S. entity, Nick, it's just going to be a separate business unit just because of the way that they're set up and how we want to leverage and grow it.

Got it. Got it. And then just lastly Trafic3w, not an acquisition that didn't get much, I guess, airplay. Can you just give us just the quick-and-dirty in terms of the size of that transaction?

Yes, sure. It was a small -- a very small tuck-in in Quebec City, which was focused on services in the government sector. So just complementary to our local team in Quebec City, so it's fairly small.

We have no further questions in queue. I'd like to turn the call back over to management for closing remarks.

Thank you, Juliana, for the call. Thank you, everybody, for participating. Again, I will reinvite you for our Q4 analyst call on June 17, and thank you for being here today.

Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.