Dye & Durham Limited (DND) Earnings Call Transcript & Summary

April 20, 2021

Toronto Stock Exchange CA Information Technology Software investor_day 90 min

Earnings Call Speaker Segments

Matthew Proud

executive
#1

Good morning, everyone, and thank you for joining us for Dye & Durham's first Investor Day. This morning, we're excited to highlight where we are and more importantly, where we're going as we continue to acquire, integrate and drive EBITDA. We've designed an efficient program for you this morning, including a pass -- a panel of customers that will be joining us to discuss how Dye & Durham's platform improves and impacts their business. Due to the recent change in COVID restrictions here in Ontario, unfortunately, we've had to move completely virtually for today's presentation to adhere to public health recommendations. But I think at this point, we're all used to that. This morning, I will open the Investor Day by first discussing what we have done over the last 9 months since the IPO. Second, I'm going to talk about where Dye & Durham stands today. And then I'm going to discuss our strategy ahead and how it impacts our growth. After me, you'll hear from John Robinson, Dye & Durham's Global COO, who will provide a customer and select market overview. After John discusses his topic, he will moderate our customer panel. Unfortunately, our Board member, Brad Wall, was not able to attend this morning's session, but John will make a great moderator given his strong understanding of the market and our customers. We will then take questions from the audience at the end of the panel. After the customer panel and associated Q&A, you'll hear from Avjit Kamboj, our CFO, on our financial overview and our acquisition integration process. This will be followed by some closing thoughts from me. Then we'll open up the floor for Q&A from everyone. To move through the day efficiently and make the best use of the time, we'll not be taking any breaks. If you have to leave at any point or miss any part of the presentation, an archive of the event will be posted on our website by tomorrow. With these details complete, let's move on to the formal presentation. So as I had mentioned, we're going to start the presentation by discussing what's happened since the IPO. Over the last 9 months, the business has been very busy, and management has executed against plan. What we've done is we've created a global leader in the critical intersection of workflow software and information services. We fill that void in the middle that enables our customers to have a platform where they can efficiently process real estate-related and commercial-related transactions in a highly efficient and effective way. I want to talk about some of our results. Nine months ago, at the IPO, we talked about broadening our customer base. We've successfully built out the platform by focusing on this, and the results speak for themselves. We've taken the number of customers on the platform from 25,000 to 50,000 customers. We've gone from operating on 2 continents to 3 continents. We've done this by effectively deploying over $860 million in capital on 6 accretive acquisitions. I think the results speak for themselves. In the quarter ending June 30 at the time of the IPO, we had just under $9 million in quarterly adjusted EBITDA. Now today in the current quarter, we're going to do over $30 million of adjusted EBITDA. I think importantly, we've also expanded our team. We expanded the executive team. Today, you're going to hear from John Robinson and Avjit Kamboj, 2 critical members of the team that are going to help us scale the business forward, both who I mentioned weren't with us at the time of IPO. Equally as important, we've also strengthened the level of management below the executives. In particular, we've continued to build out our M&A and integration teams, investing significantly in these 2 areas. And some of the results speak for themselves. At the time of the IPO, the M&A pipeline, measured on an adjusted EBITDA -- a pre-synergy adjusted EBITDA, stood at $125 million. Over the last 9 months, we managed to build that pipeline to over $500 million in active opportunities, again, measured on an adjusted EBITDA pre-synergy basis. So we have a proven track record over the last 9 months of delivering on our commitments. This is important to us. We always want to do what we say we're going to do. It's important to mention we've built a business with over $200 million in adjusted EBITDA, and we've done this while minimizing dilution for the shareholders. Our strategy, which is acquire, integrate and operate businesses in our sector, again, to drive EBITDA, continues to deliver strong results for our shareholders. I think it's important to mention that we've done what a lot of companies aim to do. We've built a platform for future growth. We have a platform today. We have over 50,000 customers on a mission-critical platform that provides global coverage with a business that's highly profitable and generates a lot of cash. For our customers, this is important, too. We have a highly reliable platform that they can use to process transactions, and they can use that. They rely on the process transactions. So that's a quick overview of what we've done over the last 9 months. I now want to spend a few minutes to talk about where the business is today. So today, where are we? Well, today, we have a best-in-class, mission-critical platform. The customer base that uses it is an extremely sticky blue-chip customer base. And importantly, they give us a high degree of reoccurring revenue. There's a lot of visibility into our revenue, and this is have to have software, not nice to have. I think thirdly and importantly, the business is strong. We have revenue diversification, both from a geographical perspective as well as a product perspective. In short, we've created a foundation that allowed -- that sets us up well for future growth. $1.3 trillion is a pretty big number. When I talk about mission-critical software, in the past, I said -- I referenced our product as really being digital infrastructure. It's true. The transactions that drive the global economy, or at least critical components of it, rely on Dye & Durham to process that transactions -- those transactions. In short, our software platform enables transactions to happen, again, in a highly efficient and effective way. We give the velocity that's required for the global economy to keep on ticking. A quick snapshot of the business today. If you look at the revenue breakdown, approximately 40% of our revenue comes from Canada with 30% each of these remaining revenue coming from the United Kingdom, Ireland and Australia. Today, we have a #1 market position in both Canada and the U.K. and Ireland and a #2 market position in Australia. And the business has approximately 1,000 employees. I think the important thing to keep in mind is because of the predictable reoccurring revenue we have, we don't need to win new customers to keep growing this business. We have over 50,000 customers, over 150,000 users below that. And the vast majority of revenue is generating from customers that were customers last year. And that's a great place to be when you have a platform business. So now that I spent a couple of minutes talking about the last 9 months since the IPO as well as the current state of the business today, I now want to talk to -- turn to the more exciting stuff, the strategy and where we're taking this business moving forward. We have surveyed over 3,000 customers across the U.K. and Ireland, Canada and Australia. And they all told us the same thing. The most important thing to them was -- is accuracy and timeliness. They have to be accurate because our customers cannot afford to be wrong. There's material downside for them and their clients if they're wrong. And timeliness, these transactions they're processing, again, they really are driving the global economy. And they have to happen with a high degree of velocity. These are fast-paced work environments where transactions happen quickly over and over and over again. And what Dye & Durham software does is enable that to happen. Many of the products required or necessary steps that have to happen to process these transactions happen from dispersed technology sets. And what Dye & Durham's platform does, and we aim to do more in the future, is bring these together to minimize our customers' integration liability, again, because they can't afford to be wrong and secondly, to improve their timeliness. And we know as we do this, an acquisition model is the way to do it. Because our customers can't afford to be wrong, they can't take risks and experiment with new unproven technologies. And so as what we've done historically and what we look to do in a greater way in the future is acquire these businesses that are used by our customers, plug them into the platform and create those additional synergies that again, minimize our customers' integration liability and improve their output. So I want to talk about acquiring the ecosystem around the platform, what that means. Over the last many years, Dye & Durham's broadened its customer base through acquisitions. We focus on buying primarily workflow-specific platforms that customers use to process, again, real estate and corporate law transactions. We refer to it as our business law product line, with the focus being Canada, the U.K., Ireland and Australia. And we've built a business to scale and a platform business as we brought these businesses together. Moving forward, we plan to acquire the ecosystem in a greater way around these platforms for a few reasons. First, by taking many of the necessary technologies and products that are required to process transactions and building them right into our platform in a seamless way. For our customers, we'll be able to provide that all-in-one platform that drives efficiencies and improvements for them. Again, think back, they can't afford to be wrong and they need timeliness. We'll give them that in a greater way. For the company itself, we'll increase our adoption with a larger customer base, but also importantly, with our proven track record of being able to acquire, integrate and operate these businesses, we'll be able to realize synergies and drive greater EBITDA and, in turn, returns to our shareholders by executing against this strategy. Now we've proven this out in select jurisdictions. And you're going to hear from John Robinson, our global COO, in a bit, who's going to talk about that and how it's worked and why it works and why the strategy is sound. Moving forward, we plan to continue that across many of the jurisdictions that we operate in. So what's next? Well, today, we cover off workflow-specific software tools for our customers. We provide them the critical information services that's required to validate and make sure the transaction can comply, think due diligence, and we offer forms of practice management and matter management. Our plan is to expand beyond the core within these ecosystems, again, provide that unified integrated offering for legal and business professionals. We want to make it so easy for the customers that they don't want to leave. But equally important, make it too risky to leave. That integration liability is real for them. The timeliness these transactions have to happen fast. If we can provide them the solution that makes it again, so easy, accurate and timely, we know we have a customer for life. And we can provide these services and products from a trusted brand we know our customers will buy. So where are we headed from a financial profile? We plan to build this business to $1 billion of adjusted EBITDA over the medium term. This is our objective, and this is what we're aiming to do as we acquire the ecosystem around the platform. Now $1 billion is a big number. It's a 5x in fold -- fold from where we are today. So let's talk about how we're going to get there. We're going to do it through acquisitions. We've used acquisitions historically to scale the business in a way that's proven and risk-free or minimizes risk. Moving forward, we're going to continue to use acquisitions to fuel our growth. Today, we have an acquisition pipeline that has over $500 million of pre-synergy acquisitions in near-term actionable opportunities. Of course, if you look at the database, there's many, many more times the number of opportunities in there. And if you look at our ability to grow the pipeline, just in the last 9 months, we've proven our ability to add opportunities to the pipeline and execute. You've seen us scale that pipeline from $125 million just 9 months ago to over $500 million in adjusted EBITDA today. So through moving opportunities through the process of the pipeline, continue to execute, continuing to integrate these businesses after we buy them, operate them more efficiently and drive more EBITDA, we're going to continue and to prove that we can grow this business and drive it to over $1 billion of adjusted EBITDA. The name of our strategy is build to $1 billion, and that's what we're going to do. And the model, the model doesn't change. This is the same model that we've used over the last many years as we scale this business. It's a repeatable playbook for us. We buy something, we integrate it. Then we remove costs, we realize cost synergies. We improve the business by operating more efficiently. And then we grow revenue. This, in turn, falls to adjusted EBITDA and then eventually cash flow. Rinse, lather, repeat. It's very simple. Acquire, integrate, operate, drive EBITDA. And that's what we're going to continue to do as we do it in a more meaningful way as we continue to buy the ecosystem around the platform to expand our offering and solve our customers' needs. So I'm going to now pass the presentation over to John Robinson, our global COO, who's going to speak in more depth about our customers and provide a select market overview.

John Robinson

executive
#2

Thank you, Matt. It's a pleasure to be here today to present to you. Very exciting days ahead. We've done a lot in the last year, and so much more to come. As you know, Dye & Durham is a B2B company serving a large and diverse customer base. We have very strong Net Promoter Score and very low customer churn, setting the foundation for future growth and prosperity. While our primary markets are government, financial institutions, I'll be focusing squarely on the legal community which is a very important segment of our overall business today and tomorrow. Within the legal market, we're squarely focused on enabling real estate and corporate transactions. Historically, law firms have relied -- I'm sorry, we're 1 slide ahead of ourselves. Thank you. Historically, law firms have relied on antiquated means to complete transactions. Over the years, Dye & Durham has either developed or acquired capabilities to modernize the way firms access critical information, communicate with stakeholders and close transactions. More recently, these capabilities have been tightly integrated together to create powerful platforms that enable firms to streamline their processes, improve accuracy, reduce time and effort to close transactions related to specifically real estate and corporate files. Ultimately, firms leveraging our technology are able to provide a greatly improved experience for their clients. Next, please. Transaction-oriented matter types like real estate and corporate law play significant responsibility on the law firm. Each transaction is a highly coordinated effort, requiring due diligence, collaboration with stakeholders, formal documentation that needs to be registered and accurately managing and reporting all financial aspects of a transaction. All stakeholders are counting on the firm to get the deal closed. Lenders, insurers, realtors, mortgage brokers and most importantly, the client, place their trust in the firm to complete the transaction accurately and on time. There's significant room for error and the associated risks and liability mean that they must get it right the first time. You've heard Matt expound on that point. The complexity and time-bound nature of these transactions places a significant amount of stress on a firm. Without the right technology, firms are faced with increased risk, rising costs, unforeseen delays when completing these types of transactions. Today, I'm going to share more about how our intelligent platforms simplify and streamline the end-to-end workflow for corporate and real estate transactions. We're focused on reducing the effort, the risk, the cost for firms practicing corporate and real estate law. Our tightly integrated products and platforms improve efficiency, throughput and profitability. We have a highly leverageable and repeatable business model and strategy. We'll talk a little bit more how we'll scale that globally. Next, please. Moving from a product strategy, where we offer a single service to solve a single problem to a platform strategy, has greatly enhanced the total value of our services in the real estate space and the utility of our platforms within our customers. By tightly integrating workflow with access to critical data and services, we've developed an end-to-end transaction management platform. As a result, firms have been able to reduce their risk, scale their operation, improve their profitability, enhance their clients' experience. Many firms are closing in excess of 200 real estate transactions monthly. This was impossible before our platform. As a result, we have an exceptional loyal and growing customer base and a larger share of the end-to-end value chain. Next slide, please. We've developed a similar approach and value proposition in the corporate loss sector, combining workflow, critical real-time data, integrated services, stakeholder management and financial settlement. In the corporate market segment, due diligence is a heightened element of the transaction because of the financial stakes. Providing streamlined connectivity to all the different databases offers one-stop due diligence for firms. The government registries noted on this slide are just select examples of the many databases and registries that we're connected to. Connecting directly into the trusted source of information and enabling automated service delivery has transformed the way corporate transactions are managed. In Ontario, our cloud-based corporate solutions are used by 71% of firms and 30 of the top 30 firms by volume are customers. Dye & Durham is enabling a multitude of transaction types, including mergers and acquisitions, corporate financing, AML obligations, auto financing and others. For our M&A activities, we are extending our footprint across the transaction value chain. We are acquiring select services that better enable our customers and then integrating them into a seamless process. This has served to increase our share of transaction revenue and create loyal customers who willingly pay for the increased utility, efficiency and convenience we offer. I'm going to spend a few moments talking about British Columbia, where this strategy has served us very well, and our customers are experiencing the many benefits. In British Columbia, where Dye & Durham technology enables the vast majority of real estate transactions, law firms, historically, leverage fax, mail, couriers and staff to exchange data and information with all of the stakeholders and all of the government agencies. These include BC land titles, municipalities, lenders, mortgage brokers, title insurers, realtors, property managers, clients. The law firm is at the center of the transaction. Their responsibility is to coordinate all of the parties and really protect everyone's interest in accordance with the agreement. All of this coordination effort is extremely taxing on the firm. It's a bit like herding cats. The process was slow and unpredictable. And all of the rekeying of information meant there's a high likelihood of errors being made. Errors and mistakes from rekeying data or other manual processes are costly and time consuming, and to remedy them causes monetary and often reputational harm to the firm. All the distinct processes and manual intervention make it difficult for a standard level of service to clients and stakeholders while ensuring each transaction remains profitable for the firm. Today, Dye & Durham provides an end-to-end automated and seamless experience for firms. At the heart of our system, our core practice capabilities, including transaction workflow, document management, CRM tools, calendaring, proprietary databases, financial tracking and comprehensive reporting. Our platform is seamlessly connected to all of the critical data providers. There's no more going to the counter service, e-mail, fax, courier. These 2-way connectivities through municipalities via [ T call ], connectivity to property management companies versus eStrataHub and to the BC provincial land registry, just to provide some examples. It should be noted that [ T call ] and eStrataHub are wholly owned companies and services of Dye & Durham. Extending our footprint beyond the core capabilities and managing a larger part of the real estate transaction value chain is a key component of our growth strategy, expanding our footprint to manage a larger part of the transaction value chain means acquiring businesses that provide services along that chain and tightly integrating them into the transaction workflow. No more duplicate logins, no more multiple disbursements. It's all consolidated into 1 easy-to-use platform, 1 number for service, 1 company to work with. Within our platform, we've also developed integrations to communicate and collaborate with the key stakeholders involved in the transaction, including lenders and title insurers. In all cases, when data or instructions from third parties is received to our platform, it securely stores that data and sets off processes based on the data it receives. It should be not overlooked that platforms have improved the processes of each of these stakeholders, creating efficiencies for each. Our API and technical architecture mean that in-person counter service, couriers and faxes are things of the past. Managing paper and forms and storing them is no longer required. The burden on provincial and municipal governments, lenders, title insurers and many others has been greatly reduced. Next slide, please. As Matt mentioned, we're primarily operating in these 3 companies -- or countries, excuse me. Within them, there are 26 distinct markets. While each have regional nuances, market dynamics and transaction processes are very similar. Building to $1 billion means replicating a strategy that works. In these jurisdictions, this is our goal. We're laser-focused on replicating our winning strategy in these regions, leveraging our footprint and extending our platforms across the real estate and corporate value chains. While these are the markets we play in today, we will consider other markets as opportunities arise. And through our M&A strategy, that's likely how we would enter new markets beyond these ones identified here. Next slide, please. Our strategy, combined with the market dynamics, provides for some pricing flexibility. Our unique value proposition and end-to-end value stream and the dispersible nature of our fees enables us to appropriately and fairly price for our platforms. The value we provide customers is appreciated as demonstrated by our high customer retention rates following fee increases. Next slide, please. Our customers range from the largest law firms to the sole practitioner and include a long list of financial institutions and government agencies. Our solutions deliver the same capabilities, benefits and value for all customers regardless of their size or their stature. The organizations we serve are driving a large portion of the economic activity of the U.K., Canada and Australia, and we're proud of the care and support we provide them and the role we play in these countries' economies. Speaking of customers, I'm proud to be able to host 3 of them today, and I'm very thankful for the time that they've offered us this morning. And so please join me in welcoming Curtis Cusinato, Richard Bell and Jenna Hamilton-Pursglove. Now say that Richard is in Vancouver, so it's a bright and early day. Good morning, Richard. Jenna is in the U.K. So it's late afternoon, almost cocktail hour. And Curtis is in Toronto joining us. Now if each of you could give us an introduction of yourselves and maybe talk a little bit about how you work with Dye & Durham today. Why don't we start with Jenna?

Jenna Hamilton-Pursglove

attendee
#3

Hello. Can you hear me okay?

John Robinson

executive
#4

Yes. Thank you, Jenna.

Jenna Hamilton-Pursglove

attendee
#5

Great. So I'm Head of Residential Property in a firm in the west country of England. We deal with primarily residential conveyancing, as I've said. And at the moment, we are going through a bit of a boom because there's been a stamp duty holiday, which basically stamp duty is a big tax on property here. They've abolished it up to GBP 0.5 million at the moment. It's making a huge difference to a lot of people. They can save up to GBP 15,000. And so it's just absolutely gone crazy because people have been in their homes for so long, obviously, doing their houses up, things like that. And now they just want to move, they want to sell. The great thing for us is that a lot of people want to move down here because they have the coast, Devon and Cornwall, et cetera. So we are seeing unprecedented levels of work at the moment. I've been working with [ Dye ], that's primarily how I call your brand, with [ David Burrell ] for about 5 years now. I took -- went from my previous firm and brought the brand to my new firm. And really what I'd like to start with was the fact that you had the quoting tool, which really set you above and beyond any of the other firms at the time. I think a few have now started to piggyback on that. But the fact that you are not just a search provider and you were offering this quoting tool free of charge that we could then use to get more clients in was a real win for me. [ I think that's that for now ].

John Robinson

executive
#6

Thank you. Curtis, do you want to say hello?

Curtis Cusinato

attendee
#7

Sure. Can you hear me okay this morning?

John Robinson

executive
#8

Yes. Thank you.

Curtis Cusinato

attendee
#9

Good morning. I'm Vice Chair of law firm Bennett Jones. We're a customer of Dye & Durham. Also Co-Chair of the M&A practice group. Formerly, I was at another national firm where I was also head of the corporate group and also a chair of the M&A group. So I have a different perspective from a couple of different national firms. Primarily, our focus is transactional, including M&A, secured lending transactions, restructurings, private equity, you name it, right across the board, industry-agnostic impacts all industries, big transactions, small transactions, multi-jurisdictional, domestic. And the -- suffice it to say, for those of you who were in Ontario yesterday and couldn't work your cellphone and started to panic and couldn't talk and thought your business was shut down, that's probably the best analogy I can give you as to the impact of the essential services that Dye & Durham offered to the transactional world. It's mission critical. And it extends right across all of our offices nationally in Canada to all our practice groups. And it really is an integral part of our service and product offering.

John Robinson

executive
#10

Thank you, Curtis. Richard, good morning. Can you share a little bit about yourself and our relationship?

Richard Bell

attendee
#11

Good morning, John and the gang. So I appreciate it, John, your comment about talking about British Columbia. So I am part of Bell Alliance LLP. We are team of about 75 folks, lawyers and paralegals. We run one of the largest real estate conveyancing practices in British Columbia. We're closing over 400 transactions per month. Without technology, we couldn't do that. But how we look at technology is we believe that we have the ability and use of technology to move work that would traditionally be done by a lawyer on to a paralegal. And so we're constantly assessing what area of our practice is really lawyer-centric and what area can we move in to become paralegal-centric. And technology, for us, has -- we're thrilled that it actually improves the clients' experience. 15 years ago, I told lawyers I was going to be sending clients e-mails to gather information for real estate transactions. And they decided -- they advised me that was probably going to be a disaster. But in fact, the clients appreciated the convenience of that. I think the challenge with technology has been -- it's been of historical as different technologies have been developed for different practice areas, and there's been no connectivity between those technologies. One of the things that I see Dye & Durham doing is looking at acquiring a number of different practice areas and -- including accounting and hopefully, those systems evolve to be talking to each other. And that would be a huge, huge win for all law firms. And I guess the other thing I see technology doing is providing some support to building our practices. If we have a young couple buying the first condo, odds are in the next 3 years, they're probably going to need to be something bigger -- to get by something bigger. So we'd like to see our -- the technology basically sort of flagging for us, hey, it might be time to reach out to this young couple. So I think there's a real opportunity with what Dye & Durham is building where they've got those different pieces of technology that hopefully start to talk to each other just as the real estate is connecting to accounting software. So we're very excited that the change has been fairly significant over the last 15 years, but I think it's going to be even more significant as we move forward in a company that's bringing together those different pieces.

John Robinson

executive
#12

Richard, while I have you, can you share a little bit about sort of transaction risk. In the good old days, there was a lot of rekeying, retyping couriers, faxes, as you said. And just introducing e-mail started to solve some of those problems. Can you talk about how the Dye & Durham platform actually helps to reduce your transaction risk and streamline some of those processes?

Richard Bell

attendee
#13

Yes. I guess it's difficult, quite frankly, for me to imagine practicing without the technology. You had mentioned in your comments earlier, John, about all these -- the information gathering that takes place. And you can imagine the old days of a paper file with everyone putting faxes in the paper file and the number of people will be running around the office. So have you seen the information from the city? Have you seen the contract to purchase [ and set ]? So the risk of errors is significantly higher without the technology. And the challenge is, is that real estate transactions don't have the flexibility of phoning the other side saying, we've lost a piece of paper, we're running a bit behind. Could we, in fact, move the -- your clients purchase of my client's home by about a week as we figure out how to do all that? And it is astounding what a game changer the technology has been because it has significantly reduced the risk of practicing in an area of law which is truly transactional on a small scale. It's just a tremendous volume of real estate, particularly right now. And I think the phenomenon is worldwide right now. If you talk to anybody in the developing world, every real estate market is out of control.

John Robinson

executive
#14

Yes. Thank you, Richard. Curtis, back to you for a moment. Can you share who the parties are in a typical transaction? And what your role is to help sort of coordinate all of that activity? We've talked a fair bit about all of the stakeholders in a typical transaction. You're involved in M&A corporate -- corporate mergers and so on. Who are those typical parties? And what's your role in managing all of their expectations?

Curtis Cusinato

attendee
#15

Right. So at least from a national firm perspective, the constituents are really on the M&A side. Typically, you're dealing with public companies, pension funds, sometimes sovereign wealth funds, foreign investment, banks, high net worth individuals and merchant banks and whatnot. And so the parties tend to be sophisticated. That doesn't mean that these products don't apply to small business. And in fact, they're equally applicable. And so there's a lot of cross-pollination between transactions. So even where you have a buyer and a seller, there's typically a financing component, a bank or other specialty lender, which also has a vested interest in the outcome of the transaction. And to the extent that they're lending funds, they'll require first lien perfected security, which also has an impact on the transaction's certainly from their perspective. And so the Dye & Durham searches really provide that transaction certainty to all the constituents, both on the sell side, the buy side, on the lending side and more recently, in transactions. We're now getting new constituents or new participants, products like rep and warranty insurance. I've also heard title insurance mentioned and others. So the equation keeps getting more and more complicated and crowded, if you will.

John Robinson

executive
#16

Thank you, Curtis. Jenna, over to you for a moment. Jenna, we're talking about having services that are more highly integrated in an end-to-end solution. Tell me, how do you see that impacting your firm going forward?

Jenna Hamilton-Pursglove

attendee
#17

So I think that's a really good idea. And I think at the moment, we're certainly, in England, with Dye & Durham, we're getting there. So we've got the quoting tool, which clients can go on any time of day and night, get that quote. And that then leads on to the searches. Then that leads on to indemnity as well, so insurance policies, et cetera. We are looking at the moment, and we've been trialing it, which is also to get the client onboarding because you've got all the information from the quote, you're then instructing and you've got all the client information there. But then what you're doing is you're taking that back from the system, and you're then going into your own kind of CRM system opening the file, sending out your own client care, et cetera, your ID checks. We work with Thirdfort in my firm, who I know [ David Burrell's ] is trying to get on board because they are an amazing ID provider in this country. Actually I'm not sure if they're [indiscernible]. And so all of these things we -- I'm really passionate about it, and me and [ David ] talk a lot. And so we're really trying to just add that extra layer on to it just to make it really seamless on your system going forward from there. I mean there's a bit of a joke in this country that if you want a quote for conveyancing, then don't call any time after 4:00 in the afternoon because solicitors, the conveyancers have just gone to the pub or something like that. And I always thought it was crazy that people are so excited, they had their offer accepted probably the weekend because the estate agents have gone to look at the house in the evening or the weekends, and there's nowhere for them to get that quote and [ instruction ]. And so actually, before us met [ David ], and before this was -- became a thing, my old firm, we actually constructed our own quoting tool, which was very, very basic. But we just wanted people to be able to get a feel for the cost themselves rather than having to send an e-mail and wait for Monday, leave a voice mail, wait for you to call them back. But what this has done with the Brighton law system is it used to take me 5, 10 minutes to write a quote up for every client. And sometimes, I mean, I think last month, we might have done 100 quotes, something crazy like that. I can do it in 30 seconds, and that's just really, really changed. And when [ you read from a lot ] -- we've got quite a few old school people and they like everything still by paper, they're gradually coming round to the 21st century. But even when you just say, give it a go, [ perhaps see how it look ], once they realize that's going to save them 10 minutes or 0.5 hours, as they've got 3 quotes to do, that's had a huge, a huge change. That's made a huge impact on things.

John Robinson

executive
#18

So Richard, back to you, if you don't mind. You [indiscernible] being a firm of, let's say, the size that you are and the volume of transactions you're doing, you likely get approached from time to time from companies offering competitive applications to Dye & Durham on the real estate side. Can you tell me what are the differentiators? And why is it that you continue to remain loyal all these years? I will tell you, this is a little story. I approached Richard years ago because I represented a competitor to Dye & Durham and tried to steal Richard away from Dye & Durham and unsuccessfully. And then I sort of think of myself as a pretty good salesperson. So Richard, tell me, you have been a very loyal supporter, and yet you do have choice.

Richard Bell

attendee
#19

Yes. John, you are a very good salesperson. So there's a couple of factors. When you are working with a company that you're very happy with the solutions and you can see where they're heading, you're just not going to move from that. Nevermind that staff would probably walk out en masse if you decided you were going to change your technology on them. But really, it's just I share a vision that Dye & Durham has of expanding into these different areas, bringing them together. And I know I've said to Matt in the past, what I love about it is that Dye & Durham is a technology provider, but in part, a business partner helping my business to grow through the technology that he's putting -- bringing together through the acquisition strategy. So I think it's -- it would be -- the check isn't big enough, John, for me to make a move.

John Robinson

executive
#20

Okay. And Curtis, what sets Dye & Durham apart from some of its competitors and all that we offer your firm?

Curtis Cusinato

executive
#21

Well, look, in addition to the 2 key elements from our perspective as transactional participants, quick turnaround and absolutely 100% accuracy are the 2 things that really we're looking for and, in fact, all transaction participants are looking for. But there's another layer below lead transaction council, and that's the transaction clerks, the paralegals, the colleagues of ours who are really in the trenches. They're the ones who have that really unwavering brand loyalty. And part of that is through the support network that Dye & Durham provides, being receptive to improvements and responsive to some of their initiatives; the simplicity of the search results; automatic summaries, there's no more affecting manual summaries anymore; one-stop shopping, you can do all your transaction searches and get automatic printouts, even complicated multi-jurisdictional deals; and really having the ability to provide simple data entries and not cumbersome manual entries. And so when you look at all of the formulas of the various layers of a transaction, it reminds me of that old adage, "If it's not broken, don't fix it."

John Robinson

executive
#22

Thank you, Curtis. And I think we're out of time at this point. I believe there are going to be potentially some questions from the audience. I don't know whether we're going to wait until the end. Is there someone else here to monitor me or manage and lead through this? I'm in a room onto myself. I think we're going to hold on the questions, but I do thank you all to your insightful comments and for taking time out of your busy schedules. We've heard that all of you are just running off your feet. And I wish you well, and thank you. I'm now going to turn the presentation over to Avjit, our CFO, to take us through some of the financial highlights.

Avjit Kamboj

executive
#23

Thank you, John. Good morning, everyone, and thank you for joining us. In the financial review section of this presentation, there are a few key takeaways I want to leave you with today. First, we continued to deliver on our commitments and promises made. Secondly, we are making great progress on realizing synergies from the acquisitions we have done and we are well on our way towards achieving our fiscal 2022 adjusted EBITDA of $200 million. Next, our balance sheet continues to be well capitalized and has proven to be very resilient and provides us with the capital required to meet our strategic objective of building to $1 billion of adjusted EBITDA. Fourth, free cash flow of the business. It's predictable and it's growing rapidly. And lastly, I will provide a brief overview of what integration means to us and how we deploy our integration playbook. Next slide, please. So I will start with a bit of a review of the last few years and really go back to some of the key financial objectives that we laid out back in 2018 for fiscal '19 and fiscal '20. We said we would grow our business between 20% to 25%, both at revenue level and at adjusted EBITDA level, and we beat both of these targets by a large margin. We again set similar targets in July 2020 at IPO. And as you can see, we will not only be meeting these targets, but actually over-delivering on these targets by a factor of over 3x the target. Please note that the 70% growth in revenue and the 61% growth in adjusted EBITDA are based on annualizing our Q2 year-to-date results with Q2 year-to-date revenue of $55.6 million and adjusted EBITDA of $29.6 million. The actual growth for fiscal 2021 is expected to be significantly higher than these results since these results do not include any numbers from the Australian SAI Global Property Division acquisition as the acquisition was completed in January 2021 and only includes 21 days of results of DoProcess, again, as the acquisition of DoProcess was completed in December 2020. Both of these acquisitions will continue to propel growth in our results. And hence, we reaffirm our previously issued guidance of over $30 million of adjusted EBITDA for our third quarter, which is higher than the first quarter and the second quarter combined. We look forward to presenting our actual third quarter financial results in mid-May. Next slide, please. As Matt walked through in his presentation, we have deployed over $860 million of capital and the adjusted EBITDA we have acquired from these acquisitions, along with the significant synergies we have already realized to date from these acquisitions and more synergies we expect to realize over the coming months, along with the GlobalX acquisition, which is expected to be completed by the end of the fiscal year, positions us very well to meet our fiscal year 2022 guided adjusted EBITDA of $200 million, which represents a 5x growth from our adjusted EBITDA for fiscal 2020. Next slide, please. Our current revenue model has played a huge part in our success to-date. Our revenue is primarily transactional revenue, which is very highly likely to reoccur given our customer profile of sticky and captive customers and the mission-critical nature of our products required to process and validate fundamental transactions in our economy. And as John mentioned, not only our platform is mission-critical, our customers really like using our platform as well. Our proven and annuity-like revenue model provides for significant price elasticity given our customers, which are predominantly law firms, pass on our fees to the end customer as disbursements. Whether it's PPSA registration, corporate search or a real estate transaction, our fee represents less than 0.02% of the overall transaction and are really insignificant to the overall transaction. At the end of the day, our customers receive all the benefit of the mission-critical software we provide without having to bear the cost. Next slide, please. This highly recurring revenue model has allowed us to achieve over 97% CAGR growth over the last 3 years. And this trend is expected not only to continue, but grow exponentially. Next slide. Matt talked about our future strategy of building to $1 billion of adjusted EBITDA. I want to highlight what we have accomplished in the past to demonstrate our ability to scale and raise capital in the future. Since IPO, we have raised over $1.9 billion in capital with $1.2 billion in equity, including convertible debentures. I would also like to highlight the value we have created for our shareholders with a share price accretion of over 500% since IPO. Today, we are well capitalized with over $1 billion in capital available for us to continue our growth towards our build to $1 billion strategy. Next slide, please. Turning to cash that we earn from our invested capital. As I discussed earlier, because of the nature of the assets we own, sticky and captive customer base, disbursement nature of revenue model, that cash flows our business generates are stable and allow us to reinvest in our future growth. We expect our future cash flows -- free cash flow from our business to be approximately 70% of our adjusted EBITDA, excluding transactional costs, and with interest and income taxes being the only significant cash outflows from adjusted EBITDA. We do not have any material maintenance CapEx. All our CapEx is focused on future growth. Next slide, please. Lastly, I will provide an update on our integrations. We have a well-designed and truly tried and tested integration blueprint. We start every acquisition with this blueprint. And the core objective of every acquisition we do is synergy realization from value-based pricing, like what we have done with DoProcess recently, cost reductions and back-office integrations. We generally expect to realize these synergies from our acquisitions over a 12- to 18-month period from the date of acquisition. Although our focus is on back-office integrations, we do evaluate front-end platform integrations where it makes sense, which is generally a longer-term initiative. Next slide, please. Our integration is effectively managed through our dedicated integration management office with representatives from each business area, including operations, finance, sales and marketing, HR and IT. Given the nature of our integration being primarily back office, meaning the same Microsoft 365 tenant, the same accounting system, the same policies, processes, procedures and controls and the same HR system, our integrations are low risk and do not interfere with the products and services we provide to our customers. Again, we have a demonstrated track record of success from deploying our integration approach to over 20 acquisitions since 2013. For the recent acquisitions that we have completed, PIE, DoProcess and SAI Property Division, integrations are well underway and progressing well. We have already realized significant synergies within the first few months from these acquisitions and we have a detailed plan to continue to realize more synergies in the coming months. So in conclusion, I want to leave you with some key takeaways. One, we have consistently delivered on the promises we make and our objective is to continue to deliver on the future financial promises we're making. Our revenue model is simple, predictable, highly reoccurring and it's growing exponentially. We have a strong balance sheet with approximately $1 billion in capital available to progress towards our build to $1 billion strategy. We expect to convert 70% of our adjusted EBITDA into free cash flow with 30% reduction predominantly comprising of interest and income taxes. Our integrations are simple, straightforward, low risk, highly effective and are managed through our proven integration playbook. And the last point I will leave you with is that we are laser-focused on delivering on our next phase of our strategy of building Dye & Durham into $1 billion adjusted EBITDA business. And we aim to continue to deliver very attractive returns for our shareholders like we have. Now I will pass it back to Matt for closing remarks.

Matthew Proud

executive
#24

Thanks, Avjit. I hope everyone found the presentation so far helpful. I'd like to sort of recap and provide a couple of key takeaways. What you've -- what I believe people have seen since the IPO is that we've created scale. We've built that mission-critical platform foundation and now have something to build off of. Now there's a sizable opportunity ahead of us to acquire an ecosystem around the platform, which is going to provide us a clear line of sight as we execute to $1 billion in adjusted EBITDA. I think, importantly, we have the right model and team to execute. As Avjit just mentioned, we have a proven track record of making commitments and achieving them, and that's very important to this management team. So you put this all together, build to $1 billion is definitely achievable and something we plan on doing in the medium term. So with that said, I'll open the floor up to questions from the audience.

Unknown Executive

executive
#25

I think we've got maybe -- so we've got questions from the audience that we'll run through. First one comes from Thanos of BMO. Is the $1 billion EBITDA target achievable within the context of the existing jurisdictions you operate in? Or might that require entering a new market such as the U.S.?

Matthew Proud

executive
#26

No, it's absolutely achievable in the markets that we're in, the 3 countries. And again, there's the 26 markets below that, the provinces of Canada, the countries of the U.K. and the states of Australia make up a bunch of markets, but we can absolutely achieve that in these markets. Now, we may buy a business that has U.S. exposure by the nature of what they do and indirectly get U.S. exposure, but we absolutely do not need to go to a market like the U.S. to build to $1 billion.

Unknown Executive

executive
#27

[Operator Instructions] Matt, another question from Mike. Do you see any opportunities in any other new verticals?

Matthew Proud

executive
#28

So we do. However, when you look at our strategy today, every time we buy one of the components of the ecosystem, we are technically entering a new vertical and have an ability to keep expanding that if we like it. But that said, the focus is we have the platform and buy the ecosystem around the platform. So that's the focus, but indirectly, we may enter new verticals that provide us additional opportunities.

Unknown Executive

executive
#29

Great. This looks like a question for Avjit. What leverage ratio are you comfortable with? And what ratio do you target?

Avjit Kamboj

executive
#30

So currently, as we've previously communicated, our leverage ratio that we target is between 2 to 3.5x EBITDA. That being said, we continue to evaluate our capital structure to ensure we can meet our capital requirements, and that may come in the form of debt or equity depending on the deal.

Matthew Proud

executive
#31

I think when you also look at the business, it's worth noting the ability for our business, given the annuity-like revenue, to support leverage is significant. And leverage, if used responsibly, can drive an oversized return for our shareholders. We take this all in mind as we make these decisions, but I hope Avjit answered that question adequately.

Unknown Executive

executive
#32

Great. Next question from Rich. What is the greatest risk of integration with an acquisition?

Matthew Proud

executive
#33

Look, it's always people and communication, making sure the business has the right people at the right time that can execute on the integration component and that you communicate it correctly, both internally and to the business that you acquired. We put a lot of focus on having the right people, making sure we bring in the right people. I talked at the beginning of the presentation how we put a significant effort on not just expanding the M&A team, which is outward-looking getting deals done, called the transactional team; but we really put a lot of focus as well on building out the integration team, the folks that catch the business once we buy it and go through the process of integrating it. Now as Avjit said, we de-risk this significantly by focusing on back-end integration, and over the long run, focusing on how we can tie these products together and integrate them. In some cases, it's as simple as building in -- connecting 2 companies by -- or 2 products via an API. In others, it's basic workflow component built to our platform. And in others, it's a deeper integration. That happens after the fact over a long period of time, which really de-risks it. So for us, integration upfront really is that back-office component, which, again, significantly de-risks it; and we put a lot of time on having the right people in place who can catch that business and communicate it across the business.

Unknown Executive

executive
#34

Thanks, Matt. There are a couple of questions here that we'll combine into one. They're both on pricing. So maybe from a high level, how do you think about price increases? And then more specifically, can you provide some color on the DoProcess transaction and if you've seen any churn subsequent to buying the business?

Matthew Proud

executive
#35

Yes. So look, I think John addressed the pricing questions quite well in his section. And it really is value-based pricing. We provide products that provide a tremendous amount of value to our customers. And really, there's nothing in the market that compares to it. As such, we believe that we're providing a product that's priced appropriately. And we look at our product portfolio accordingly. We want to make sure we're charging what's fair for each of our particular platforms, and we believe we do that. So it's an ongoing exercise to ensure that we are providing the right value and charging accordingly for that value. To the second part of that question, Ross, on the DoProcess acquisition, I think Avjit touched on the integration component and how we're making good progress. That said, I think this question is more directed at price. And there was a price increase. Look, we've seen no material churn from that price increase. But again, it was a product that provided tremendous value over -- or close to $50 million went into building a best-in-class platform in the Ontario market primarily. And we believe that the pricing that is charged for that product is -- it reflects that. And as such, I think the churn speaks for itself. There's been hardly any churn.

Unknown Executive

executive
#36

Great.

Matthew Proud

executive
#37

So John, if you...

John Robinson

executive
#38

I think the firms that are going to adapt and adopt the technology are going to be more competitive and provide a higher level of service to their customers. They will ultimately be the marketplace, and those will be customers that take full advantage of the technologies and the platform and the synergies that we're creating. And as Matt said, the churn has not been significant. We know that there will be firms that try other software providers. We also know in our hearts that they will return after, I think, experiencing a difference.

Unknown Executive

executive
#39

Great. Here's a question from Stephen Boland of Raymond James. I was wondering, do the customers pass all price increases on through as disbursements? Or do they take on some of the price increase themselves? What's your experience?

Matthew Proud

executive
#40

It's generally passed on. Sometimes, some corporations who use our products may not pass it on, but the vast, vast majority are flowed through disbursements.

John Robinson

executive
#41

They're going to pass it on one way or another, either as a disbursement or built in to the upfront fee. So either way, the consumer is paying our fees.

Unknown Executive

executive
#42

So Matt, maybe moving on, question from [indiscernible]. How do you think about organic growth ex-M&A?

Matthew Proud

executive
#43

We've been pretty consistent, and our sort of commentary has not changed. We believe that we can grow this business somewhere between 7.5% and 10% every year organically. Now there's an annual price increase we do that does -- that roughly adds 3% to 5% of that. We are a market leader in most of the markets we're in. We'll pick up a point or 2 of organic growth. And there's the market growth we get as well, given more transactional business. So the guidance we've given folks is somewhere between 7%, 7.5% to 10%. We're very comfortable we can achieve those numbers every year.

Unknown Executive

executive
#44

It's a question from Rob Young at Canaccord Genuity. Can you discuss the opportunity to become a broader provider of information source, i.e., broader entry into the registry space?

Matthew Proud

executive
#45

Look, there's opportunities in that space. And we're actually in that space today. We provide registry services in the Province of Ontario by way of example. So it's something we're definitely looking at. But our pipeline is full of a lot of opportunities, not all are data and registry. Some of them are more workflow-related or specific workflow tasks-related products that provide a lot of value. But given we operate in that space today, obviously having registry access and providing that data is of interest to us because we already do it. And the customers find benefit, particularly when integrating products, when you're able to do that and you are the source of that data.

Unknown Executive

executive
#46

A question from [ Max Ellison ], maybe Matt or Avjit. As you think about incremental returns on capital deployed as you get larger and get closer to that $1 billion run rate of adjusted EBITDA, do you expect lower incremental returns?

Matthew Proud

executive
#47

It's a good question. We've historically looked to achieve a 5-year return on capital and have successfully achieved that number. You look at the marketplace today, and you're seeing it both in the public markets and the private markets, acquisition multiples are increasing. And our industry is no exception. That said, when we look at businesses we're buying, we're not looking on what we're paying, obviously what we're paying is important, but it more is what can we do with it. We've always approached it on how do we get that 5-year return on capital. So obviously, when multiples expand, you have to make up more synergies to close that gap, and we're constantly looking at that. But today, we don't see a material change in the targets that we've been aiming to achieve. So I hope that answers your question.

Avjit Kamboj

executive
#48

And I think as Matt said, we're very disciplined capital allocators and we're not shy to walk away from deals that do -- cannot support the price based on the value we can generate. And it's -- regardless of the multiples we pay, our target continues to bring those multiples down to 5x post-synergy adjusted EBITDA as we have done in the past.

Unknown Executive

executive
#49

So there's a lot more questions coming in. We'll continue to work through them, a couple here that I'll put together. When you think about acquisitions in the market, A, what are you seeing in terms of the valuations? Are they moving up? Are they staying the same? Are they going down? And B, how do you think about your target thresholds, either on an ROIC or an IRR or a cash-on-cash payback of these new acquisitions? Two questions there.

Matthew Proud

executive
#50

I think we just sort of addressed that in the last question indirectly, but I'll sort of go at it again. Like, we look at it on a return on capital, that's the way we look at these. In the inverse, we have a tight EBITDA cash conversion. We look at it, how do we get it down below 5x EBITDA post-synergies? And I think that's the first part of the question. What was the second part of the question?

Unknown Executive

executive
#51

Yes. How you -- whether you're seeing the moving -- the valuation is moving up, staying the same or coming down more recently.

Matthew Proud

executive
#52

Yes. We've seen them increasing. It's just the -- I think you're seeing an inflation in the equity markets, and the private markets are no exception to that.

Unknown Executive

executive
#53

Okay. Another question from Rob Young, Canaccord Genuity. What is the opportunity to use Unity as a platform in all of your regional real estate conveyance?

Matthew Proud

executive
#54

Look, it's something we're looking at. It's a best-in-breed platform, and it's something we're considering. So no decision has been made yet. It's going to be our Canada-wide platform, that decision has been made. Then we are looking at next, does it apply in the U.K. given the benefits and what kind of work would have to go into to use it as a replacement for what we have there? It would simplify our offering having that larger single technology stack. And if you look at what we want to be as a company, we want to have fewer technology stacks that drive a lot of EBITDA as we scale this into a $1 billion EBITDA company. So again, that's -- we're still considering kind of what is the work required to bring it to the U.K., but it's definitely something we're thinking about.

Unknown Executive

executive
#55

Okay. Another question from Thanos at BMO. Your property businesses have exposure to transaction volumes. If we were to enter into a cyclical downturn in property markets, are there ways you might be able to mitigate the impact, be it cross-selling, upselling, having more of a subscription element to some of what you do in the market?

Matthew Proud

executive
#56

It's a good question. And I think you saw the impact on our business in the quarter ending June 30 last year. Real estate -- people aren't able to do -- to buy and sell real estate because you could not go and visit the property. It became very challenging. There were some -- still some sales, but the market fairly collapsed. Now we're a very cyclical business. We're a business that has a lot of diversity. So you saw, in that case, remortgagings took off, which spurred more revenue for us. You also saw restructurings in the corporate side take off and other type of transactions. Given the revenue mix and diversification our business, we think we can weather a cyclical downturn, I think as Thanos referred to, fairly well. That said, we do have pricing power, I believe, in a lot of our products that can offset any decline in revenue as well as, obviously, the future growth we have as well. So while we're always cognizant of macro trends and how they can impact the business, it's nothing we don't believe we can manage through.

Unknown Executive

executive
#57

Great. Next question from Paul Steep, Scotia. In your medium term vision, can you describe the mix in terms of business between business transaction for subscription software and the mix of transaction type, real estate versus non-real estate?

Matthew Proud

executive
#58

That's not information we're going to provide today. So unfortunately, I can't answer that question.

Avjit Kamboj

executive
#59

And just on the revenue mix, it is primarily transactional, but splitting between business line in real estate is not something we disclose today.

Unknown Executive

executive
#60

A couple of questions here on the dividend policy, Matt. First, what should we expect in terms of dividend policy looking forward? And second, why pay a dividend at the same time as you're issuing new shares to raise additional capital? What's management's capital allocation decision process?

Matthew Proud

executive
#61

Yes. I mean, I think first and foremost, the dividend is very nominal when you look at it. And for us, it goes back to doing what you said you're going to do. It's important that you deliver on your commitments. At the IPO, we made a commitment to pay a dividend and shareholders invested on that basis. And we're not going to change that because if we said we're going to pay it, we're going to pay it. Now, that said, it is minimal. It has a negligible impact or no impact really on our capital allocation process given the size of the business compared to the dividend, but we did commit to do it and we're going to keep doing it. So there will be no change in our current dividend policy as such.

Avjit Kamboj

executive
#62

And that being said, we are not contemplating any increases to our dividend policy. We will continue paying dividends at the pace they are at today.

Unknown Executive

executive
#63

So back to acquisition, a couple questions. When you consider the pipeline of the active M&A deals you have, is there any color you can provide on size? Are targets getting larger? Are they better characterized as smaller additions to the existing conveyancing due diligence and entity management process value chains? And also, do you think that price will increase for these companies as you move throughout the ecosystem?

Matthew Proud

executive
#64

So I think a few things. There's an array of opportunities in there. Some are big, some are small. They do cover a few of our product lines or all of our product lines, I should say. I think on the valuation component, I think as you get into bigger acquisitions, you're naturally going to see an increase in valuation because there's a lot of money chasing a few assets around. That said, we look at it from what we can do with it, not necessarily what the value we're paying. Of course, paying less is better, but we look at what can we drive from a synergy perspective and return on capital. So look, it is a mix of opportunities in there that cover all our product lines. And the size is a mix, too. It's not just all small or all big. It's fairly well diversified.

Unknown Executive

executive
#65

Another question on what do you expect the top line organic revenue growth to be over the medium term?

Matthew Proud

executive
#66

I think I already answered that. It's -- look, we believe we can grow this business between 7%, 7.5% to 10% organically. That said, there will be inorganic growth on top of that, that will scale it significantly more than that, but that's the target we're aiming for.

Avjit Kamboj

executive
#67

And I think the revenue will be driven by the adjusted EBITDA guidance we've provided or the targets we've set. We will continue to perform at a 50% margin that we have been performing. So that gives some perspective as to what we can expect from a revenue perspective.

Unknown Executive

executive
#68

Great. Next question comes from Stephanie Price at CIBC. Can you talk a bit more about the DoProcess integration? How much harder is it to integrate a larger deal versus your typical smaller acquisition?

Matthew Proud

executive
#69

It's interesting. People often think a bigger deal is harder. In many cases, we find the smaller deals are harder because a lot of the business and their -- where they are in their life cycle or their capability set are more immature. They don't have the same policies and procedures, systems, et cetera, that you'll find in a bigger business like DoProcess. So in the case of DoProcess, we've -- while although it's a carve-out, which always has its unique challenges, we've done carve-outs before, it's actually not been overly complicated compared to some of the smaller deals we've done that you're really starting from scratch and you're having to really introduce policies, something I haven't seen before. You're having to put -- go from no systems to systems. So taking on bigger acquisitions are actually not as challenging as some of the small ones.

Unknown Executive

executive
#70

A broader question here, Matt. What are your international expansion plans past the 3 markets you're in today? Like when will you go into the U.S?

Matthew Proud

executive
#71

Well, look, I said it could happen indirectly by -- as we acquire part of the ecosystem that has U.S. exposure. So that is a -- that could happen. However, aside from that, we'd like to reach our objective of $1 billion adjusted EBITDA. We believe that's a business of good scale, particularly when you look at the 3 markets we're in. And then we're going to look to probably the U.S. market next, but also more international expansion.

Unknown Executive

executive
#72

There was recently some disclosure around the Idox transaction. Do you want to take a moment to comment on that, Matt? A few people have asked.

Matthew Proud

executive
#73

Yes. No, it's a good question. I think as a starting comment, the public disclosure in the U.K. has a much lower bar or threshold than you would see in Canada or the United States by way of example. So people got to see this -- us go through this transaction in the open, which you probably would not have seen in Canada. That said, I think you saw our -- in this case, we weren't satisfied with the diligence outcome and we walked away. But let's start with the rationale for that transaction. We actually believe it continues to make sense at the right acquisition multiple. This is a business that provides the databases and workflow software that all local governments use to provide critical information services that are used in the property conveyance process. It's very similar to -- John mentioned a business called [ Tcall ] that we own in Western Canada. This provides close to 100% of all tax certificates and other property-type data from municipalities to the platforms, and in turn, the customers, which are the lawyers. So the strategy is very similar, having more of the ecosystem and keeping it and integrating it to the platform in a more seamless way to expand the customer experience. That said, we weren't able to satisfy ourselves through the process we went through and so we didn't proceed. Again, we do remain interested, but at present, the transaction as it was proposed didn't work for us, so we decided to pass and that's what -- where we are.

Unknown Executive

executive
#74

Great. Now there's a couple of questions, Matt, that we received on the DoProcess transaction and price increases. Effectively, they sum up to -- no, is there an opportunity to be more modest in your price increases once you make an acquisition? Why do you have to go so quickly?

Matthew Proud

executive
#75

So I think, look, pricing is something that is done on a product-by-product basis. In this case, we looked at the value brought. I think we spoke -- John spoke about it already, really enabling these firms to be more effective, providing them -- it's a high degree of efficiency. If you look around the marketplace, no one else does that but us. We thought, given what the value we brought in the transaction, that is a fair price to charge for that. So this was an opportunity we took advantage of and as operators of the business, we should do that. And we consulted our product portfolio and said, hey, are we charging a fair amount of money for the value we bring? That's what we do as business managers. So it really is on a case-by-case basis that we do this.

Unknown Executive

executive
#76

Great. Here's an interesting question longer term. So what is D&D's vision of the distant future in terms of disruption of the legal and white-collar professions by either machine learning or artificial intelligence? Is Dye & Durham pursuing any moonshot initiatives to help its clients remain relevant long into the future?

Matthew Proud

executive
#77

So look, we -- the answer is today, no, we're not. We are providing platforms that make our clients' jobs much easier. We're providing that all-in-one place that enables them to transact in a highly effective way. Now we use technology to do this. Our applications are intelligently -- are incredibly intelligent, provide automated due diligence for computers to read information, go and search more stuff, pull it all back in, seamlessly connect all parties. But are we looking to disrupt our customers? No, no we're not. We're looking to support them. As we -- you look at the processes that we help facilitate, in many cases, our customers have to be involved in them. So there is not the opportunity to displace them because they're so embedded already. So we look at how can we support them to make them do their job in the most effective way possible.

Unknown Executive

executive
#78

Great. Another question, more specific, an update on GlobalX acquisition. Is it still on track? Is it still targeted, the Q4 close? And can you just remind us on the value of the combination with SAI Global? And how does this impact the Australian management team?

Matthew Proud

executive
#79

So we -- as of today, everything is according to plan and there's no -- there's nothing that is different than what we've stated publicly. It's going through the regulatory review process, which we believe will conclude before June 30 this year. If that changes, we'll let the market know. In the second point, we believe -- we stated what we believe the synergies of the 2 businesses will be together publicly already, and that has not changed. From a management perspective, look, we were -- we're very excited for the GlobalX management to be joining the team. We think they're extremely capable and competent and will bring a lot of value to our Australian business, so that excites us. And we look forward to closing the transaction.

Unknown Executive

executive
#80

A couple of questions here on cybersecurity. What steps is D&D undertaking to prevent security threats to its own business as well as the business of its customers? Is D&D relying on other companies or cloud providers?

Matthew Proud

executive
#81

John, why don't you answer that question?

John Robinson

executive
#82

Yes. We're, I think, have hired, I think, some of the best in Canada to help us solve for that problem. We're always looking at it and reporting out on it. I think business continuity and security and redundancy is top of our list. It sort of remains an outstanding -- ongoing project for us. As we grow in scale, it's important to quickly get those transactions into our secure environment and bring them up to our code. And so I think it's part of the business that's well in hand, but it's continued to be invested in. We know that is critical. We're managing important data. We're a partner to many governments and so we're held to a very high account. Many of our financial institution customers perform audits on our business as well, and it's important that we pass those audits with flying colors. And so I would say this is a cornerstone to our infrastructure and operations group, which, as I said, has been strengthened. Particularly in the last 6 months, we've hired a number of highly seasoned professionals to come in and ensure that our platforms are secure and where the uptime is going to be completely redundant.

Avjit Kamboj

executive
#83

To add to that, as a matter of process, on a quarterly basis, we scan all our networks and all our platforms across the globe to identify whether there are any gaps that we may have missed and remediate those on a quarter-by-quarter basis so that we are staying in compliance on -- as we go through our regular quarterly process. Now cybersecurity and security is at the core of everything we build. It starts with every time we're maintaining and building our platform. And as John said, we have hired a lot of great individuals in the past and they are continuing to develop our platforms to ensure we have the highest security standards.

Unknown Executive

executive
#84

Just a time for a few more questions. Just want to hear on antitrust. How do you think about the antitrust risk as you continue to acquire assets, whether it be in the U.K. or other markets? Can you speak to that broadly?

Matthew Proud

executive
#85

Yes. I can't speak in too much depth to that. It really is a case-by-case analysis that has to be done. But what I can say is we do -- we take it seriously. We spend a lot of time as we acquire, making sure that we're not creating risk for ourselves. And we go through the necessary regulatory processes to do that as you're seeing in the case of GlobalX. Obviously, we're going to that process with a high degree of certainty or we wouldn't have done the transaction. So again, it's something that's top of mind and that we're always reviewing, and that's the most I can say on that.

Unknown Executive

executive
#86

Great. Now back to the acquisitions. When you think about synergies of a general deal, what's the weighting between cost synergies in the back office versus price synergies that you're able to acquire?

Matthew Proud

executive
#87

We get that question a lot, Ross, and we don't provide disclosure on that. And so therefore, unfortunately, we can't start now.

Unknown Executive

executive
#88

Okay. In the medium-term opportunity -- sorry, is the medium-term opportunity contingent on the firm's continued focus on the legal profession? Or is the vision to expand into other professional services markets, i.e., tax and accounting? And then secondly, would the firm look to enter into legal content markets as an ancillary market?

Matthew Proud

executive
#89

Look, we continue to examine our customers' needs. Keep in mind, we focused on the law firm today, but it's not just the law firm. We have a lot of financial service customers such as banks, we have government clients and we support their needs in an equally compelling way as we talked about with the law firm today. So as we look at what they need and how they can access it through our platform, we're always looking at ancillary markets that make up that ecosystem. So yes is the answer. That said, we do -- a key part of the strategy is how does that make up the ecosystem as part of the platform. So I hope that answers the question.

Unknown Executive

executive
#90

Okay. Can you talk about the capacity for acquisitions given the increase in the pipeline? How many deals will you target? What's the velocity do you expect to increase that? And can you manage this type of deal flow concurrently?

Matthew Proud

executive
#91

So we've expanded the team significantly. I mean the business really has reached the beginning parts of scale. There's 1,000 employees. There's $200 million of EBITDA. We have a seasoned executive team that you're hearing from today. And the management team below us is equally -- is more impressive. So we've always said we can handle kind of 6-ish deals a year. We'd like to do a combination of both tuck-ins and larger deals. And that's what we continue to sort of stand behind those kind of metrics for the near term.

Unknown Executive

executive
#92

Great, Matt. Well, I see it's 11:30 or almost, if you want to close it off for the group.

Matthew Proud

executive
#93

Yes. I'll do that. I guess, first and foremost, I just want to thank everyone for joining us today. An archive of this webcast will be available on our website tomorrow under the Investor tab. We'll be releasing our second quarter -- I'm sorry, our third quarter results in mid-May. And I look forward to updating you on that progress at that time and also touch on how the strategy is going. If you have any feedback on this morning's event, we'd be interested in hearing from you, so please e-mail me. And finally, thank you very much, everyone, for your time and be safe.

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