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

Good afternoon. My name is Ina, and I will be your conference operator today. At this time, I would like to welcome everyone to the Dye & Durham Second Quarter Fiscal 2025 Earnings Call. I would now like to turn the call over to Mr. Huss Hirji, VP, Investor Relations, of Dye & Durham. Mr. Hirji, you may begin your conference.

Thank you, operator. And good afternoon. Welcome to the Dye & Durham Conference Call. Before we start, we'd like to remind you that all amounts discussed on this call are denominated in Canadian dollars unless otherwise indicated. Please note that statements made during this call may include forward-looking statements; and information and future-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 and 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 earnings press release issued today, for additional information. Joining us on the call today are Hans Gieskes, Dye & Durham Chair and Interim Chief Executive Officer; and Frank Di Liso, Dye & Durham Chief Financial Officer. A question-and-answer session will follow the formal remarks for research analysts. I'll now turn the call over to Hans for opening remarks. Hans?

Thank you, Huss. Good afternoon, everyone, and thank you for joining us today. I'd like to begin by sharing a few observations during my first 2 months with Dye & Durham as Interim CEO and Chair. Firstly, I've been impressed by the level of talent across the organization. The dedication of our teams and the innovative spirit I've seen are strong. The knowledge and ambition to innovate of the people in this company, in combination with the many strong market positions we have, are creating the right conditions for continued growth. Secondly, we're a company in motion. We are the #1 Canadian provider for conveyancing attorneys. We have fortified our revenue base to perform across the market cycles by increasing our contracted revenue and growing our annual recurring revenue. From this position of strength, we now need to evolve our strategy and continue to execute. However, our execution going forward will be focused on building and partnering to create exciting workflow software -- workflow solution software for our customers. This is a change compared to mainly growing our product offering through M&A in the past. In addition, we've been reaching out more proactively to customers as to their input in our product road map direction, [ more than halo too ], and we'll continue to do so going forward. We started the process of fine-tuning our strategy. This strategy review is focused on looking at how we can better pursue market leadership in the various legal -- geographic legal market segments we operate in. This process will be led by a new key member of our executive leadership team who joined last month. Pablo Rodriguez is our new Chief Strategy Officer. Pablo brings more than 25 years of experience in legal technology industry, having held progressively senior positions at Thomson Reuters and serving as a strategic adviser to Clio. He has significant expertise and market insights, strategy development, financial and operational management and go-to-market strategy and customer experience. This is a time of transition and transformation but also of great opportunity. Turning to the quarter, I'm pleased to see the fundamentals of the business continuing to perform strongly. This translated to a top line growth of 10%, while organic revenue increased by 6%, driven primarily by Canadian practice management software and our financial services division. Frank will touch upon the ARR issue more. However, I was happy to see that we continued to increase this metric, which is now at 35% of total revenue compared to 27% in the prior period. In summary. We possess a business of scale with strong fundamentals. We have endured one of the worst real estate markets globally since 2000 and continue to maintain our market-leading position. We are committed to growing organically. In recent quarters, you start to see the type of cash flow the business can generate, with this quarter an exception due to onetime expenses Frank will detail for you in a moment. Our margin profile remained strong. We're focused on debt reduction and delevering the company so the market start to recognize the strong fundamentals underpinning our business. Our transformation mission is not insignificant and will take some time as all transformation processes do, but I want to ensure you that we are well positioned to execute on this mandate and are on our way with a clear path forward. Finally, as an update, after careful consideration, the Board has decided to terminate the strategic review process from last fall. That said, we may still consider opportunities to enhance shareholder value and accelerate debt reduction, including the divestiture of noncore assets, but we're excited about the assets we possess today and opportunity to drive further organic growth and cash generation. Before handing it over to Frank, I want to thank my predecessor, Matthew Proud, for all the hard work and dedication he's put into getting Dye & Durham to where it is today. It's a solid foundation for the next phase of the company's success story. I'll now pass it over to Frank before heading into Q&A.

Thank you, Hans. And good afternoon. This afternoon, we reported our second quarter 2025 results. Our results continue to demonstrate the underlying strength of our diversified business. This strength is underpinned by our organic growth; and strong performance from our annual recurring revenue, ARR; as well as improving dynamics in the real estate and financial services markets we serve. We reported revenue of $120.7 million, up 10% compared to the corresponding period in fiscal 2024. Organic revenue in the second quarter was $7 million, representing 6.3% growth compared to the same period in fiscal '24. Both metrics met the guidance range for Q2 as communicated in November 2024. Our annual contracted revenue remains robust at 57% of total revenue. Contracted revenue includes minimum commitment levels of ARR plus revenue from contracted overages; and other service arrangements, mainly in our financial technology service lines. Annual recurring revenue contracted was 34% as of December 31, 2024, compared to 27% at the same point in the prior year. ARR was $152 million, up 36% or $40.3 million, as of December 31, 2024, compared to the same point last year. Revenue exposed to real estate transactions globally was 41% in Q2 compared to 44% in the same period of fiscal 2024. Seasonally, Q4, followed by fiscal Q1, are the strongest seasonal periods for real estate transactions. However, in Q2 2025, that period outperformed on a sequential basis, mainly due to $7.9 million of 1-year contract revenue recognition, consistent with the same period in the prior year. Looking ahead. 2 dynamics will influence our ARR and exposure to real estate. As the rate environment has normalized, we are seeing activity in the Canadian real estate market continue to improve in the early stages of calendar 2025. The structure of our minimum volume contracts in the practice management business enables us to capture the upside from increased real estate activity. More transactions generate more revenues from those customers under contract. The minimum portion of these contracts are included in ARR, and any over usage is then included in annual contracted revenues. At the same time, 3 years ago, we modified our go-to-market approach in Canada with a minimum volume contract offering. The majority of those contracts were on 3-year terms. The initial tranche of those contracts that we negotiated come up for renewal in the next few quarters, with the backdrop of an improving real estate market and the account executive team that are now focused on contract renewals, so we have the tailwinds of higher activity, with the potential headwind that we are managing from a contract renewal aspect that will influence our ARR performance and our exposure to real estate for the balance of 2025 and beyond. We generated adjusted EBITDA of $66.5 million, up 11% or $6.5 million, in the second quarter of fiscal '24 (sic) [ '25 ] compared to the same period of fiscal '24. We continued to maintain our strong EBITDA margins, coming in at 55% in the quarter. Total adjusted operating expenses, which includes direct costs, technology costs, G&A, sales and marketing, were $54 million for the quarter or 45% of revenues. Direct costs increased by $3.7 million this quarter mainly due to higher revenues; new reseller relationship agreements signed in the U.K. during the period; and higher third-party costs in the U.K., which we're actively looking to in-source. Excluding the impact from acquisition, divestitures and direct costs, adjusted operating expenses decreased by $0.8 million for the second quarter of 2025, as a result of cost reduction initiatives, compared to the prior year. During the second quarter, we successfully completed the transition of the financial technology solutions off of the transition services agreement with TELUS. With the completion of this integration, our ongoing costs are now mainly comprised of private hosting and cloud usage fees, which are included in adjusted operating expenses. This transition involves a mix of cloud migrations and hardware upgrades to enhance the stability, security and scalability of our platforms and services. Net finance costs were $66 million in the second quarter, an increase of $17 million compared to the corresponding period in fiscal '24. The change was primarily due to 3 factors: one, unfavorable net unrealized foreign exchange impacts, particularly from our U.S. denominated debt; two, increases in fair value of contingent consideration; and three, a net unfavorable revaluation impact of the embedded derivative asset. Keep in mind we are 100% hedged on our U.S. dollar interest and principal repayments from a cash basis, but our cross-currency swaps will create volatility through our balance sheet and income statement based on FX and interest rate movements. Adjusted finance costs, which adjusts for these changes in fair values and contingent consideration, were $33 million, a $5 million reduction compared to the prior Q2 period, which primarily reflects the savings from our refinancing transactions completed in April 2024 and the positive interest spread earned on investments held to retire our 2026 convertible debentures. As a result of the shareholder engagement in the lead-up to the Annual General Meeting, we incurred a significant level of costs in the quarter that will not be recurring. Acquisition, restructurings and other costs were $30 million for the second quarter compared to $5.5 million in the prior period. We do not expect this item to normalize -- we do expect this item to normalize below prior year levels over time given the focus on organic growth, ongoing completion of integration activities and the suspension of new acquisitions. Leveraged free cash flow was negative $39 million for the second quarter compared to positive $3 million in the prior year. The change is primarily a result of payments with respect to the CEO separation agreement and shareholder engagement costs in the lead-up to the AGM. The company also paid higher net interest of $46 million in the quarter, compared to $15 million in the corresponding period of fiscal [ '24 ], due to the timing of interest payments on the 2029 senior secured notes. Despite these specific shareholder engagement costs, we have sufficient resources to manage our debt. And the business generates strong, sustainable cash flows. Adjusted net income was $13.4 million in the quarter, an improvement of $7 million compared to the same period in fiscal '24. The improvement was the result of higher adjusted EBITDA and lower adjusted finance costs. Adjusted earnings per share was $0.20 in the quarter, an improvement of $0.09 or 82% compared to the same period of fiscal '24. Adjusted EPS is the closest measure to ongoing cash EPS for the business. Our net debt stood at approximately $1.38 billion as of December 31, 2024, which has been reduced by approximately $30 million since December 31, 2023. As a result of certain newly effective accounting pronouncements, we are now required to classify our 2026 and 2029 outstanding convertible debt as current. This is to comply with IFRS presentation requirements. Restricted investments totaling $185 million intended to settle the original debentures are required to be reclassified as noncurrent assets. This results in an impaired mismatch in our stated current ratio, while no such discrepancy exists in substance. The Board and management are committed to reducing our leverage by suspending M&A activity and focusing on organic growth through customer engagement and retention to generate free cash flow and pay down debt. As Hans mentioned, the Board has terminated the strategic review process. The outright sale of the business is off the table. However, we may explore opportunities to enhance shareholder value and accelerate debt reduction, including the divestment of noncore assets. With that, I'll turn it back to the operator for the Q&A session.

[Operator Instructions] Your first question comes from the line of Robert Young from Canaccord Genuity.

The first question I wanted to ask was around the chart on Page 8 in the presentation that shows ARR and contracted revenue dipping down quarter-over-quarter. And I was hoping that you could explain that dip in the context of churn. I guess churn increase or decrease. You said that you're expecting this to be a busy period of contract renewals. Has that already started, and has that been an impact? Maybe if you can just wrap those things together to better understand the dip in the ARR...

Rob, it's -- yes. It's Frank. I think you're referring to $156 million in Q1 and $152.4 million in Q2. So that dip was primarily related to the Affinity acquisition that was completed in August, in early in the summer. We had a reclassification of ARR versus maintenance revenue. That was adjusted in the current quarter. That was the primary difference of that amount. There was a minor amount coming in from Unity contracts. Not necessarily we had churn, but we applied our allowance for doubtful account provisions to those contracts as well to be consistent with how we report it in the income statement. So those were the 2 primary factors, but as you would note, the percentage of ARR did increase from 32% to 34% as a result of lower transactional revenues relative to the previous quarter.

Okay. And other revenue under contract, that's overages, I guess. That's not the contracted revenue or ARR, the $103 million going to $100 million in Q2.

Yes, that would primarily be the reflection of the over usages of the [indiscernible] contracts.

Okay. And if we -- maybe we can just take a step back. I know there's a lot of maybe concern around where churn is right now given the fact that these contract renewals are starting to roll through this year. Has churn changed measurably positive or negative? I couldn't find a churn metric anywhere in the disclosure. I might have just missed it.

Yes. No, we -- there is no material change in churn or how we measure churn, as you previously would have seen in a prior quarter, Rob. We are, as I mentioned in my script, focused on the contract renewals for the next 2 quarters, managing it proactively, but there has been no noticeable change in churn, relative to prior quarters, as we see now.

Okay. Last question for me. You said that management team is going to focus on organic growth and pause M&A. In the -- some of the presentation materials from the activists investor suggested that organic revenue growth target would be 10%. Is that roughly where you see it this year? Is that a good number to think about? And then I'll pass the line.

Yes. So Rob, the 10% that you have seen there -- I mean we're obviously in the mid-way point of the 100-day plan, so yes, we are targeting organic growth. We're looking at the complete set of assets at Dye & Durham, fine-tuning the strategy, but we're not right now prepared to comment on the exact percentage increase that we're targeting. That will come at the conclusion of the plan on -- roughly by early Q4.

Okay, okay. And maybe could you just give us a sense of whether you expect organic growth to be positive if that's the focus?

Yes, we expect it to be positive. That is the focus.

And your next question comes from the line of Thanos Moschopoulos from BMO Capital Markets.

Sorry about that. I was on mute. With respect to the restructuring and other charges, there were obviously a bunch of onetime items this quarter, but just any color in terms of what kind of magnitude we might expect in the upcoming quarter? I mean, should there still be significant residual costs from recent events? Or should there be a dramatically lower number?

Yes, Thanos, that's right. The -- we had a heightened amount of costs in Q2, as you can imagine. With the suspension of M&A, that will drop considerably. There will always be some tail-off implications of some of these activities into Q3, but those will be relatively minor in comparison. We're targeting reduced levels and, I think, if you look at our previous years, substantially reduced levels from previous years. We're driving that cost down accordingly, but we're not going to give any guidance on that right now as we continue to work through the plan.

And just remind us on the puts and takes from a cash flow perspective. Obviously you had the interest payment this quarter, so you won't have that impact next quarter. The onetime charge will be less, so just any commentary on cash flow would be helpful.

Yes. I think there -- you hit the right elements. We don't have the 6 months interests payment again until Q4. There will be a reduction in the onetime charges and, I think, also on the working capital. We obviously had trued up a lot of the accruals and payments before year-end, so you'll see a likely -- or won't see the same impact of a source of cash from AP going forward as well.

Okay. Hans, you sort of touched on this in your prepared remarks, as far as your early findings, but just to clarify: If we think about the investment thesis that Engine had going into this process; and the first few months you've had at the company, learning more of the business, I mean, anything that you found surprising? Or did it sort of just reconfirm what your initial impressions may have been before you entered the role?

You always find surprises, both good and less-good ones. I think what I really liked, what I found, is many of the market positions we got through acquisitions are much stronger than I thought. Because initially during our process, we thought, "They didn't spend enough time on integrating or enhancing," but all of these are great starting points to further enhance these products and expand our market leadership, so I really like that.

Great. And then finally, any update in terms of the search process for a permanent CEO?

That's fully ongoing. And it always takes time, but I think we're making progress.

And your next question comes from the line of Gavin Fairweather from Cormark.

Maybe just to be clear on these -- your minimum value contract renewals. So that starts in your fiscal third quarter and then you'll run through the base over the course of a year. Is that the right way of thinking about it?

Yes, that's right. They start at the end of the current quarter, Q3. And it will run into the balance of the calendar year, for the majority of those contracts.

Okay, that's helpful. And then maybe just on product integration, single-sign-on data integrations. Curious for what's your view on kind of how long it will take to complete a lot of that work and how big of a lift that is and when ultimately the [indiscernible] can fire up on the other side.

You mean within the Canadian products -- which one are you talking about?

I mean product integration in general you called out as [ an opportunity to focus ].

Okay, yes. Well, that's ongoing across so many products across so many geographic areas we're in. Some will go very quickly. Some already were in process and will deliver, but it's software building, so it always takes time. And we certainly don't promise delivery dates for those...

Understood. It will be a work in progress. And then lastly for me, on the financial solutions business: You mentioned it was one of the key contributors to growth in the Canadian business. Maybe you can discuss kind of your perspective on the growth outlook for that business. And now that you've fully disconnected it from TELUS, does that impact its margins in any way?

No. It won't impact the margins. Essentially it will help reduce the acquisition and other charges, Gavin, but we're seeing just on the backs of the Canadian real estate market -- which is very well positively impacting that business from the mortgage instructions business, to the settlements business in Québec. There are obviously a lot of volumes coming through right now, and so is our relationships with the banks on our payment technology assets. Those are performing well as well as banks continue to do more business with us on those fronts. So positive momentum there that we're seeing continuing.

And your next question comes from the line of Kevin Krishnaratne from Scotiabank.

I had another follow-up on the contract renewals. You talked about your account executives are engaged. What are some of the strategies that you're thinking about? How are the conversations going? Are you thinking about pricing? And anything we can think of there as you try to get ahead of all of the renewals that are up -- that are coming up?

Yes. There's -- I mean generally the conversations are going well. We are -- we obviously -- for those that are looking to alter any parts of their contract, we'll work with them on that and whether that be for minimum commitment levels or pricing. I mean they kind of go hand in hand, so I would say it's a -- more of a unique case-by-case basis, Kevin, that we're keeping track of. And we're staying ahead of it as we're talking to more and more clients as their renewals are coming up.

I know it's probably a bit early, but you've given us organic growth. It looked like it ticked up in Q2 versus Q1. Any -- what are your initial thoughts or thoughts on organic growth in Q3? You talked about the tailwind of potential real start -- real estate market picking up. You've got this potential headwind. Is there any way to kind of give us a rough view of what you're thinking in terms of organic growth?

Well, the -- I mean the main drivers of organic growth are not something that is static in nature, so you look at our organic growth with the tailwinds that we're seeing from the real estate markets in Canada and the U.K. and Australia. So that was a large factor in the organic growth measure. Our U.K. practice management business is obviously largely subscription. Those have annual escalators in there and those will come through as well. So those are the main elements; and then obviously what I've mentioned before about the -- mainly on the Canadian financial services side, where we're seeing really good momentum and growth there. So those are the main drivers of organic growth that we expect to continue.

Got it. Maybe switching down to the bottom line. Your EBITDA margin profile was consistent with the previous quarter, 55%. I think, when we looked at the initial 100-day plan, it looked like the margin guide might have been skewing more towards 50% to 55% versus, I think, the prior range of 50% to 60%, so can we -- what do you -- can you talk about that there? Do you expect to see margins to come down a little bit as you try to invest in these growth initiatives to get that organic growth closer to the 10% range?

Yes. Again, it's preliminary right now. We're halfway through the 100-day plan. As you pointed out, Kevin, there, we did see 55% margins in Q2, which is consistent. We are making investments in our sales and product departments and our go-to-market strategy. We'll assess those as part of the 100-day plan and update you accordingly.

Okay, last one for me. Is there any update to the issue with the Competition Bureau that came up during the last quarter? And then I'll pass the line.

No, there's no update. Just we -- obviously we are complying with -- their initial deadline was for the end of February, on the initial set of documents, and we're on track to deliver that.

And your next question comes from the line of Scott Fletcher from CIBC.

I wanted to ask on, about the customer engagement work that you're doing. Just curious what you're hearing in those initial sets of conversations. And as you're speaking to customers, are they giving you an indication of what some of the other competitive products are like in the market and how you stack up against those now as they sort of -- we're hearing that they're getting a little better.

Yes. And with a new CEO in the business and a new Board, we're clearly interested in finding out exactly what customers are thinking and saying. And those first meetings are very interesting because you can say to customers, "We [ know the things ] on your mind last year. We need to know about it now," because there is a new, if you like, regime. "And we really want to make sure which other things in which order that you would like us to improve or change going forward." And the response is quite positive both -- on the product side or things we can develop for them that they have been wanting to have for a long time and we never got to because we're too busy buying more products for them. So I think response is positive. And the amount of customer outreach and discussions we're having has gone up substantially compared to last year. And customers realize those changes, yes.

Okay. That's interesting. And then maybe one for Frank: Just you mentioned, in the quarter, there was some -- I think it was $7.9 million of onetime contract revenue recognition -- 1-year contract revenue recognition. And that was flat year-on-year. Can you sort of just give us a quick overview of what differentiates those contracts from the rest of the business and why they stand out?

Yes. So those are not onetime. Those are recurring at every Q2. And I mean you will have seen the initial one happened last Q2. So those are essentially our [ post-practice ] contracts that hit in South Africa and in Canada, more on the accounting practice management side. So they are essentially 1-year subscription contracts that are essentially paid by the customer on a monthly basis. And we recognize those because the actual service has been delivered upon renewal. So those will be hitting us every Q2, as they are annual contracts, Scott.

And your next question comes from the line of Stephen Boland from Raymond James.

Hopefully, you can hear me. I'm not in an ideal position to do this call. Hopefully, you can hear me. Is it -- can you hear me okay?

Yes, we can hear you loud and clear, Stephen.

Okay, all right. Okay, so the first question I have is there's a couple of points in the presentation that talks about divestment, some pretty strategic things about getting rid of assets. And not to be disrespectful here, but we don't have a permanent CEO yet -- no disrespect. So I'm not sure how you can make those comments about possibly looking at divestments until you get a permanent CEO, so could you just explain that to me? Because a permanent CEO comes in; maybe wants to keep everything, wants to acquire; maybe not. But could you just explain that, those comments in the presentation?

Yes, that's fair. I don't think any incoming interim CEO in his first months would do divestments, not even propose full divestments to the Board to discuss. So what I said is we've taken a large number of assets, a large number of geographic market positions; and are reviewing where we have the best chances to become market leaders where we're not market leaders now. In that review, we'll look at all the products we have. We may find our products have become either surplus because they've been replaced -- or other products, we've also acquired and integrated, and others, so we are doing nothing more than an inventory of what the product road map will look like. And what we're saying is there may be assets that we decide we no longer need because we can partner whatever function these products have without owning them, but there's no decisions on divestment. There's no negotiations. We are in the inventory stage of deciding what we will do going forward. We thought we'd just flag it, that there is a possibility we'll do divestments which would have both the function of simplifying and cleaning our product offering and at the same time paying down debt.

Okay, so basically this is just you're doing work ahead of a permanent CEO coming in and then providing the information to that person...

Yes. The difficulty of being interim CEO is you want to make sure that you don't lose any pace on a transformation that you intend to put the company through without making decisions that your permanent successor may either regret or not agree with because he or she will have to execute those. So we're trying to find the right balance between the Board and myself deciding what can we decide now. What do we have to do without any delay? But things like divestments would certainly be something that we'll end up doing if we end up doing them, with the permanent CEO at the wheel and the Board with more experience at the same time.

Okay. And like I'm not sure you can answer this, but like, is there anybody on the call that can actually make a determination when a permanent CEO will be appointed? Is it in the next 3 months, 6 months? Because that seems to be the biggest, I would say, question I get.

Yes.

Like, is this the next 3 months, 6 months? That seems to be the biggest hurdle to maybe getting the stock up and getting it to the next stage.

Yes. If you ask my wife, she would say, "Tomorrow, please," because I'm traveling every week to Toronto, which is not a very popular move. Clearly the answer is ASAP, but we need to dot all the Is and cross all of the Ts there. And I don't want to jinx it by putting a time on it, but we're going full speed on that.

Okay. And last question for me...

[indiscernible]

Yes. So Frank, can you provide any breakdown on the onetime costs? Like, I know the CEO departure costs, legal costs. Can you provide any breakdown on the onetime stuff that happened leading into the bulk, over $30 million -- I think it was over $30 million, just quickly looking at it. Is there any breakdown you can provide?

We do have a breakdown of that in our notes to the financial statements. So I know perhaps you don't have time yet to go through that, but there -- yes, there is a breakdown there that would be useful, but I mean, again, like the vast majority of that would have been professional services incurred on all parties, right, to essentially conclude the process. So -- and that's in addition to the CEO separation costs that were also disclosed. It was -- yes. They're listed in the financial statements that you can take a look at, but there is no -- obviously the vast majority of the $30 million was because of that activity.

Okay. I will go back and review.

Thank you. There are no further question at this time. I will now hand the call back to Mr. Huss Hirji for any closing remarks.

Great. Thanks, for all who attended. And we look forward to connecting with you for our Q3 full year '25 results, to be communicated at a date later in the near future. Until then, have a great day, everyone. Thank you.

Thank you. And this concludes today's call. Thank you for participating. You may all...