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

Good morning. My name is Dennis, and I will be your conference operator today. At this time, I would like to welcome everyone to the Dye & Durham analyst call. I would like now to turn the call over to Ross Marshall, Investor Relations on behalf of Dye & Durham. Mr. Marshall, you may begin your conference.

Thank you, operator, and good morning, everyone. Welcome to Dye & Durham's analyst call. Before we start, we'd like to remind you that all amounts discussed on today's call are denominated in Canadian dollars, unless otherwise indicated. Please note that statements made during this call may include forward-looking statements and information and future-oriented financial information regarding Dye & Durham and its business and disclosure regarding possible events, conditions or results that are based on information currently available to management, which indicate management's expectation of future growth, results of operations, business performance, business prospects and opportunities. Such statements are made as of this date hereof, and Dye & Durham assumes no obligation to update or revise them to reflect events, disclosures or circumstances, except as required by applicable securities laws. Such statements involve significant risks and uncertainties and are not a guarantee of future performance or results. A number of these risks or uncertainties could cause results to differ materially from the results discussed today. Given these risks and uncertainties, one should not place undue reliance on these statements and information. Please refer to the forward-looking statements and information and future-oriented financial information section of our public filings without limitation, our MD&A and our press release issued earlier today for additional information. Joining us on the call today are Matthew Proud, Dye & Durham's Chief Executive Officer; Avjit Kamboj, Dye & Durham's Chief Financial Officer; and John Robinson, Dye & Durham's Chief Commercial and People Officer. I would now turn the call over to Matthew Proud for opening remarks. Matthew?

Thank you, Ross, and good morning, everyone. We're pleased to be here with you this morning to review recent developments with Dye & Durham as well as provide financial guidance. Starting on Page 3 of the presentation. We've built a highly reliable platform that generates digital infrastructure like cash flows. The [ wavy-like ] nature of revenue and the relatively fixed nature of our cost base provides a tremendous level of predictability on both our revenue and adjusted EBITDA. This is also true of the business that we acquired. Yesterday, we announced an important acquisition, and we're here to discuss what that acquisition means and to provide some financial guidance. Before we get into the details of this particular acquisition, I want to reiterate that this acquisition demonstrates our commitment to maintaining our position as a global leader in software and services that legal and business professionals use for their workflow and regulatory data and information needs. Turning to Page 4. This is an important acquisition for our customers. Why? This business does a few things in particular. Specifically, first, the business processes and takes care of most of the mortgage and mortgage communications across Canada. What do I mean by that? Well, this business does 2 things. It connects lenders and lawyers for the mortgage instruction component of the transaction. So when someone goes to their whatever bank they use and get to mortgage, those mortgage instructions need to get to the law firm somehow. This used to happen by way of the fax machine and other manual processes. Today, TELUS has built the infrastructure and the platform that allows this to happen with most of the major Canadian financial institutions, which is actually all the major Canadian institutions and many of the Tier 2 lenders, all electronically. I would add, this also integrates to Dye & Durham's existing business today. So in addition to acquiring a critical part of our customers' ecosystems, this business also expands us into Québec, a business -- a market we have very little presence in or had very little presence in until yesterday. Today, TELUS processes the vast majority or almost all the real estate transactions in the Québec market. So what this platform really does, in addition to -- and we're talking this is actually providing a huge benefit to our customers, it also provides -- it enables us to have a coast-to-coast national platform. And in Québec, TELUS does more than just process the transaction. They also move the money, something we don't do in the rest of Canada. What do I mean by move the money? On a real estate transaction, they help facilitate the discharge payment, which is when you're someone who's taking a mortgage off title as they are selling a property, the mortgage has to be paid out. And they're facilitating that on behalf of the Canadian banks. So I look at this acquisition and I start off by saying, this acquisition is a huge benefit to our customers. So what do I mean by that? Looking forward, we plan to expand that capability outside of Québec across Canada. Facilitating payments and moving the money on real estate transactions is one of the biggest problems our customers in Canada have today. Today, at the end of the transaction, many, many checks are cut. These checks are couriered. It's done in a very manual process. It often leads to delays. And in many cases, it is fraud-prone. By taking the capability that TELUS has and expanding that across Canada, we're going to -- we plan to solve probably the biggest problem remaining in our customers' workflow today. The business we built off -- we bought off TELUS has 2 major components to it. One is the mortgage instruction and discharge piece that I talked about a second ago. The other side of the business is payments. This business is the de facto national payment infrastructure in Canada, servicing consumers and businesses in all market segments. TELUS provides and has the capability to be -- it is the major provider of bill payments across the country. It facilitates these bill payments on behalf of all major banks and truly is the payment rails for Canada. Having that capability and being able to use that and embed it as we try to solve our customers' problems across the rest of Canada when it comes to moving the money in a real estate transaction will be very helpful, and it's a great technology synergy to have. Now turning to Page 5 of the presentation. As we double-click on the TELUS financial services business in more detail, this business adds a new prong to D&D's software platform. In a moment, John Robinson, our Chief Commercial Officer, will go into some more details with you. However, it's important to note this opportunity fits the model we've built and highlights -- and we highlighted at our Investor Day this spring of acquiring and operating mission-critical software businesses that power transactions in our economy, but which also make up parts of our consumers' -- our customers' workflow ecosystem. And as said a second ago, the TELUS financial business is a leading provider of electronics mortgage instructions in Canada and the leading payment business in Canada. It's easy to say this. The numbers speak for themselves. Every day, over 1 point -- over 1 million Canadians depend on these products. They facilitate over 120 million big bill payments annually. Those bill payments add up to over $1.3 trillion in gross payment values annually. This was a highly sought after business, and we're excited to have it as part of the Dye & Durham portfolio today. Now I will turn the call over to John Robinson.

Thank you, Matt. Happy to be here today. My name is John Robinson, as Matt said. I was -- led the business on behalf of Teranet for many, many years, and I'm very familiar. And with the TELUS business, they were partnered with TELUS in this particular fashion for the last 10 years. And so I'll just share a little bit more about how the mortgage instructing business specifically tend to be and why it's so important in the real estate ecosystem. First and foremost, I'll give you a bit of background, some historical background and context to give you a sense of how TELUS transformed this particular part of the real estate ecosystem and why it's so important. The lenders, as most of you know, play a critical role in the vast majority of real estate transactions in Canada. There are a few home sales that don't include mortgages. Not everybody has $1 million sitting in the bank. And so lenders are either lend -- mortgage funds to purchasers or they are expecting to receive mortgage funds from sellers who are selling and disposing of the asset that is secured by an existing mortgage. So there are 2 parts to every real estate transaction for the most part. What some of you may not know is that the lawyer acting on behalf of either the purchaser or the seller is directly responsible to work with the lender to either ensure they get those funds to pay out the mortgage or to ensure that the new mortgage funds being lent are secured on title through a registered mortgage. And so that lawyer or notary is acting not only on behalf of their purchaser or seller, but they are acting on behalf of the lender and sign an undertaking to do so accurately and in a timely fashion. Historically, those mortgage instructions would come via mail, e-mail, fax. As some of the new ways of communicating have come to be, some of the lenders have adopted them. But still, there are many antiquated means of communicating these mortgage instructions to new buyers and their solicitors, and they take time and they take retyping of that information into the transaction onto the mortgage documents that will ultimately be registered. And so there's the timing to factor. And as mortgages and mortgage terms change in midstream as additional funds are potentially required, I think there's a requirement to pay out other kinds of debt ahead of the mortgage. There's a lot of back and forth between lenders and lawyers to ensure that, that transaction happens in a manner that the mortgage company, the lender is confident and comfortable with. So TELUS saw, I think, an opportunity to streamline this process of communicating and securing the mortgage terms on title on behalf of lenders. And I think what's really important to note is that the integration is a 2-way integration. And so TELUS spent years, I think about 10 years, trying to get lenders to adopt this program. One of the challenges was is it's a very deeply embedded integration into the back office of lenders. And so these were often multiyear projects, millions of dollars. And each of them is custom -- in a custom. And so while it was a very difficult challenge for TELUS, not only to get the lenders to prioritize these projects, but actually then to successfully implement them over an extended period of time. And so the moats around this business are very high. They have all 6 major lenders in Canada. And so the vast majority of transactions now flow through this process, this Assyst process. And as I said, the lenders have really committed. And it will be very, very difficult, if not impossible, to replicate this kind of integration. On the other side of the coin then, there was a requirement to integrate it seamlessly with the lawyer's desktop. As you know, Dye & Durham helps enable about 85% of real estate transactions in Canada through our conveyancing platforms. And TELUS is a trusted partner on those platforms. TELUS Assyst has been integrated with our platforms for the past 10 years. And as they continue to add lenders, we've seen that capability grow within our platform. It's a key element and differentiator for us. And we felt it very important then to ensure that, that capability stayed within our platform. And as the TELUS assets were potentially for sale, we felt it very important to buy that capability. As I say, it impacts every transaction. And that capability then is a far more secure way to transmit data. It creates incredible efficiencies. There's instant messaging, instant data transfer and the -- obviously, the ability then to ensure that the mortgage instructions, the bank's desire to have certain terms and conditions placed on the mortgage, flow directly through to the mortgage documents with no human intervention and they end up registered in land titles. The other element that excites us about this is that there is money that needs to change hands, both with funds coming in to fund the deal. And so the lender will fund the lawyer or notary and their trust account, so those funds are ready on the day of closing. And if paying out a mortgage, the lender -- or the lawyer or notary needs to ensure that the funds get to the lender as quickly as possible to stop any continued interest on a per diem basis. And so TELUS has the capability to move money. They've demonstrated that in Québec. And we believe that they will be the leading provider of payment solutions under the Dye & Durham brand across Canada in the coming years. I think I'll stop there for the time being. I sort of have covered both Slides 6 and 7. I apologize that we didn't flip part way through. I think we'll save any other comments for the question period. I hope I've provided enough context in relation to this capability. I'll pass it over to Avjit.

Thank you, John. Good morning, everyone, and thank you for joining us. I'm on Slide 8. I think it's important for us to calibrate our financial guidance with the acquisitions we have recently completed. As you're all aware, we completed our first quarter with approximately $62.5 million in adjusted EBITDA, which gives us an annual run rate of approximately $250 million. And we're very confident in our ability to continue to integrate and realize synergies quickly from the acquisitions we have completed. Based on everything we know today, I'm very pleased to announce that for fiscal 2023, our minimum adjusted EBITDA will be $350 million. As some of you might be wondering, why are we providing guidance 18 months out? It is because of the acquisitive nature of our business. As we have previously communicated, it generally takes us about 6 to 18 months, depending on the acquisition, to fully realize the synergies from the acquisitions. With that time scale, we have very good visibility 12 to 18 months out. We will have some benefit from the TELUS acquisition this quarter, but not significant given we just completed the acquisition. We do, however, expect to have meaningful benefits from synergies included starting Q4 of our current fiscal year, providing us with a runway to achieving the minimum guided adjusted EBITDA of $350 million in fiscal 2023. Slide 9, please. Our model is to acquire, integrate and drive adjusted EBITDA. As we have said before, we have a repeatable playbook, and it created a great platform for this model to run. It is really like a machine that just runs from our acquisition pipeline all the way to integration, then realizing synergies and running these acquisitions business as usual. Regardless of what multiple we pay for these acquisitions and, obviously, we prefer to pay as low as possible, we are confident in our ability to continue to drive these acquisition multiples down to 5x post synergies. With that said, I will now pass it over to Matt to discuss progress towards our Build to a Billion strategy on Slide 10.

Thanks, Avjit. Last spring at our Investor Day, we announced then our Build to a Billion strategy. And with this acquisition, what it means is we're now 35% of the way there or we'll be at the end of fiscal '23. With the remaining cash and credit facilities we have under our current credit facility, we believe we can add another 200 -- believe we're very confident we have about $220 million in adjusted EBITDA as we deploy that and synergize those businesses. That will take us to $570 million of total EBITDA. After that, we need to -- we'll need to achieve another $430 million before reaching our Build to a Billion objective. Well, as Avjit said a second though, the company has a great repeatable process. It really is a machine. As we buy these businesses, we integrate them and we operate them, and we bring them down to below 5x adjusted EBITDA post synergies. The acquisition pipeline continues to support this Build to a Billion. Even despite this acquisition, we still have well over $500 million in pre-synergy EBITDA, and the pipeline is -- the best way to put it, it is very, very robust. So in summary, the model works. It works really well. We're committed and continue to drive towards our objective of $1 billion in EBITDA in the near term. Now I'd like to open the meeting up for questions.

[Operator Instructions] Your question comes from Robert Young with Canaccord.

First place I'd like to ask around is the margin structure of the 2 businesses. You described the 2 businesses separately. And I was wondering if you could just talk about any differences in the margins today and maybe the opportunity to improve margins towards Dye & Durham's margin structure, if one has more opportunity than the other.

It's Avjit here. The margins between the 2 businesses are very, very similar. So our current D&D business, as we've guided before, will be operating in the 50% to 60% adjusted EBITDA margin. And the acquisition we've completed is no different. It is going to operate within the 50% to 60% EBITDA. It is a very high-margin business.

Okay. And then the Assure Bill Payment solution, it's not as clear how it fits into the business as the real estate functions. Those are very obvious. And so just curious, as you look forward, what are the various options for that payments business? And how -- like what are the real benefits or the -- to Dye & Durham? And is it necessary for any of the TELUS Assyst tool?

So, I think as we said, these are 2 distinct businesses. As you can see from the presentation, we spent a lot of our time talking about the lending and mortgage capabilities that this business has. That said, we do like the payments business. We think as we expand the move-the-money capability from Québec to the rest of Canada, this business actually will be complementary. Today, TELUS operates -- now Dye & Durham operates the biggest pay e-database in Canada by far. No one's close. It's a -- these are the payment rails. All the banks use this capability to -- for bill payment. So obviously, when you look at a real estate transaction, there's a ton of different individuals that have to be paid when closing other transactions. So having that database, we think it -- it provides a unique capability. So again, our interest is more on the lending side. However, we do like some of the characteristics and some of the capabilities that the payment side gives us.

Okay. That's great. And just to make sure I understand, the payments piece would support that funding capability that you have, the digital funding capability in Québec. And maybe it will help with the rollout? Or it's also important for the disbursement of funds that's being done across Canada today?

Yes. It's for the second. As we move to different provinces, and we look at -- it's not just paying out the mortgage. There's a bunch of other participants in the transaction that have to be paid out. Having that digital capability to do it already, we think, just makes it easier.

And maybe last question before I pass it would be around the $350 million of EBITDA guide. Are you expecting -- that's for fiscal 2023? And so you've said that the path to 5x post-synergy EBITDA could be 12 to 18 months. So it sounds as though that $350 million doesn't fully include the benefit of moving to 5x post synergy. And so is there more upside above the $350 million inside of your expected synergy that you could get out of this TELUS financial acquisition?

Often, we do better than 5x. This is the minimum number we're committing to in actual results or the June year ended 2023, i.e., 18 months from now.

And the rollout of that Québec payment function across Canada, it sounds like a longer-term -- that's not included in that $350 million? Or is there a part of that included $350 million? Is there any impact from that?

No, there is not. That's just -- that's a more of a medium-term capability that we want to provide to our clients to solve the biggest problem they have. And we're not baking any financial results from that into these numbers.

Okay. Maybe last little one, just the CMA, the U.K. CMA order. Is there any expectation of synergies inside of that $350 million? I assume there's global X-synergy, but is there any other U.K. synergy inside of that $350 million expectation? Then I'll pass it on.

Rob, it's Avjit. Yes, there are some in there but nothing material.

[Operator Instructions] Your next question comes from Thanos Moschopoulos with BMO.

Maybe just following on some of Rob's questions. So if I just take your most recent quarter, annualize it and then add $100 million from this, I mean, to get to the $350 million. So I guess the takeaway there is that you're not really baking in a lot for upswing in terms of the integrating Australia and the U.K. Seems like maybe the upside in the B.C. price increase isn't fully baked in. I mean, would that be fair? What's the best way to put it?

I think we can -- this is an absolute minimum EBITDA that we just thought it made sense, given there was -- there seemed to be a bit of the different viewpoints of where the business was and where it was heading to just put a minimum bar out there, so people at least knew what the minimum size of the business is. So that's why we used the word and emphasized minimum.

Okay. You mentioned that you handle 85% of real estate transactions in Canada with respect to your conveyancing software. What proportion of transactions would the TELUS business handle with respect to either payments or payment instructions?

I believe it is in the high 90s in Québec. And in the rest of Canada, it's in somewhere in the 60s. I don't have the exact number in front of me, but those are the numbers I believe I was showed.

Okay. Can you speak to the competitive landscape on both parts, both within real estate and outside of real estate?

Yes. On the mortgage side, there is a small competitor called a Lawyer Lender Connect that has 2 institutions on it -- 2 major institutions, a couple of second-tier ones. Our workflow software sits on a lawyer's desktop, also integrates with that provider as they need access to the customers. But really, TELUS is the dominant leading platform in this space and has all 6, the major lenders, which is important.

And sorry, that's within real estate?

Yes.

And then outside of real estate, what is...

If you look at the numbers, they're moving. I mean, there really is no competitor or meaningful competitor to talk about. I mean, all the banks use TELUS, I mean, for bill payment. They work closely with a whole bunch of different providers and participants in our market. Really, when I say they are the payment rails, that's who they are. They're the ones doing this and the numbers kind of speak for -- that it's a good chunk of the Canadian economy. No one else is doing this in any kind of scale.

And then finally, just maybe clarify the revenue model, primarily on a per transaction basis? Or is it a different fee structure for some of the other parts of the business?

So on the real estate or lending side, it is a price per transaction that is paid by the law firms or invested notaries. And on the payment side, it's a fee that the banks are paying. So when you back up and you think about it, on the lending/real estate side, the banks are your suppliers and the law firms are the customers. And on the payment side, the banks are your customers.

Your next question comes from Stephen Boland with Raymond James.

Just have you disclosed the split between the 2 businesses in terms of revenue? I'm not sure if you have done that yet. Or can you give us a range?

The split between the 2 businesses is about 50-50, so real estate business and the payment business is about half-half today.

Okay. That's helpful. And then just lastly, I mean, part of your model has always been price increases as part of that synergized process. Is that something that we could expect in either of the businesses or both of them, I guess?

So maybe just to clarify, it is not just price increases. I mean we have gotten a bad rep in the market on this. But it really comes back to what is the value we're providing to our customers. As we continue to invest heavily in our platform from a technology perspective and the value we provide to customers, we want to make sure we can get paid appropriately for the value we provide. And from time to time, that requires adjustments to price. That being said, there's additional synergies between the 2 businesses. So we do not provide split between how much we get with the price increases or synergies. Overall, there's -- with the 2 businesses put together, it is a true 1 plus 1 equal to 5 type of deal.

We have a follow-up question from Robert Young of Canaccord.

Thanks for the information on the pipeline. I'm just curious now that this is a fairly large transaction, maybe if you could just give us a sense of your ability and capacity to sort of be active in the short run. Is this required to sit back and sort of absorb this one for a bit? Or do you think that it's possible for you to continue to be active on M&A?

Well, we'll -- I think we talked about the machine we've built, our ability to integrate, the size of our pipeline is robust, keeps growing. Look, this is how we grow. This is our business and what we actually do day in, day out. So no, I don't think you'll see us sitting back and not do anything.

Thank you. There are no further questions at this time. You may proceed.

Thanks, everyone, for joining us today. That completes our analyst call on December 7. We'd be happy to follow up on our next fiscal quarterly call in the New Year. You can now disconnect. Thank you.

Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.