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spk02: Good day and thank you for standing by. Welcome to the ISC Q2 2023 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. To ask a question during the session, you will need to press star 1 1 on your telephone. You will then hear an automated message advising that your hand is raised. To withdraw your question, please press star 1 1 again. please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Jonathan Hapshaw, Senior Director, Investor Relations and Capital Markets. Please go ahead.
spk05: Thank you, Shannon, and good morning to everyone joining us today. Welcome to ISC's conference call for the second quarter ended June 30th, 2023. On the call today with me are Sean Peters, President and CEO, and Bob Antichow, Chief Financial Officer. This morning, Sean will take you through some of the highlights of the quarter. Bob will then provide some financial and operating highlights for the quarter before passing the call back over to Sean for some closing remarks. Before we begin, we would like to remind everyone that we will only be summarizing results today. The company's financial statements and NDNA have been filed on CDAR Plus and are available on our website. We encourage you to review those reports in their entirety. I would also like to remind you that any statements made today that are not historical facts are considered to be forward-looking statements within the meaning of applicable securities rules. The statements may involve a number of risks and uncertainties that are described in detail in the company's CDAR Plus filings. Those risks and uncertainties may cause actual results to differ materially from those stated. Today's comments are made as of today's date and will not be updated except as required under applicable securities laws. Today's conference call will be archived for replay shortly after the call on the investor section of our website. I would now like to turn the call over to Sean.
spk07: Thank you, Jonathan. Good morning to everyone joining us for today's call. Results highlight the overall stability that we've built into our business with solid diversification and key acquisitions. While successive increases to interest rates by the Bank of Canada, including the most recent and somewhat unexpected one, have affected activity in the Saskatchewan Land Registry, the other parts of our business are making up for that. Activity in our services business and the addition of our property tax assessment business helped offset any impact to our revenue in the quarter from the lower land registry transactions. While adjusted EBITDA has naturally been affected from the change in revenue mix and related margins, the overall results are solid. More specifically on registry operations, we expected some contraction in our Saskatchewan registry markets with a higher interest rate environment, and that's what we've seen. As I noted in May when we reported our first quarter results, we expect that will continue for the balance of the year. but that does not diminish the contribution of our registry results, and the steady revenue from the addition of the Ontario Property Tax Assessment Services business is helping to offset any impact to registry operations overall. As you see in our results, registry operations remains a strong adjusted EBITDA and free cash flow contributor to the overall business. At the same time, services continues to be the main driver of organic revenue growth for ISD. The regulatory solutions divisions had a strong quarter, driven by many of our financial institution customers implementing increased due diligence as a result of the higher interest rate environment. We also continue to acquire and onboard new customers, even in a challenging macro environment. And finally, as expected, Technology Solutions has been advancing the delivery of various contracts announced earlier in the year, and we're starting to see this reflected on our revenue for the segment, as we hit various milestones for those and other ongoing contracts. The progress on these new contracts and focus on completing the ongoing contracts has bolstered third party revenue for the current year. As most of you know, subsequent to the end of the quarter, we announced the extension of our master service agreement with the province of Saskatchewan. This was a milestone and one which positions us incredibly well for the future, while securing the stability of the Saskatchewan registries by having a known and trusted provider in place until 2053. The extent to our investment in the Saskatchewan registries, addressing the evolving security infrastructure and other escalating people and technology costs that are required to deliver the reliable and assured title transaction services on the timely basis that we do. As an organization, we continue to execute on our strategic priorities, our focus on continued organic growth, our execution on strategic and accretive acquisitions, And now having completed a 30-year registry contract to underpin all of that, we are extremely well positioned to continue to deliver the strong, stable, and growing results that have been our hallmark. I'll now turn the call over to Bob to discuss some financial highlights before providing some closing thoughts.
spk06: Thank you, Sean, and good morning, everyone. As Sean said, our 2023 results are in line with our expectations and are positive. This performance was driven by a number of factors, but more specifically, revenue was $53.3 million for the quarter, an increase of 5% compared to the second quarter of 2022. This was primarily driven by increased revenue and services spurred by continued transaction and customer growth in regulatory solutions and additional third-party revenue and technology solutions as progress was made on both ongoing and new contracts. Registry operations also contributed to the increased revenue as a result of the full three months of results from the Ontario Property Tax Assessment Services Division, compared to one month in the prior year following its acquisition on June 1, 2022. This was offset by a decrease in Saskatchewan land registry revenue due to reduced activity in the Saskatchewan real estate sector during the quarter. Net income was $8.2 million or $0.47 per basic and $0.46 per diluted share compared to $11.7 million or $0.66 per basic share and $0.65 per diluted share in the second quarter of 2022. The decrease in net income compared to the prior year is the result of a decrease in Saskatchewan land registry revenue, an increase in share-based compensation, increased investments in people, offset by income from the Ontario Property Tax Assessment Services Division for three months in the current year compared to one month in the prior year. Net income by operating activities was $14.3 million for the quarter, an increase of $2 million driven by changes in non-cash working capital, primarily an increase in accounts payable, increase in cash flows partially offset by lower net income. Adjusted net income was $9.3 million or $0.52 per basic share and $0.51 per diluted share compared to $10.8 million or $0.62 per basic share and $0.60 per diluted share in the second quarter of 2022. This decrease primarily relates to a decrease in Saskatchewan land registry revenue. Higher tangible assets arising from the acquisition of the Ontario Property Tax Assessment Services Division in 2022, as well as higher net finance expense. Adjusted EBITDA was $17.8 million for the quarter, compared to $19.2 million in 2022, primarily due to a reduction in Saskatchewan land registry revenue in the current year to do with the Saskatchewan real estate sector. increased personnel costs supporting both technology solutions and the corporate segments, partially offset by a full three-month adjusted EBITDA contribution from Ontario property tax assessments compared to one month in the prior year, and additional revenue from customer and transaction growth and regulatory solutions. Adjusted EBITDA margin was 33.4% compared to 37.8% in the second quarter of 2022. Adjusted free cash flow for the quarter was $11.9 million, down 10% compared to $13.2 million in the second quarter of 2022, primarily related to reduced revenue in the Saskatchewan Land Registry due to lower activity in the Saskatchewan by increased interest expense resulting from higher interest rates and borrowings outstanding when compared to the prior year. Turning to our balance sheet, with respect to our debt in the 30th of 2023, the company had $51.1 million of total debt outstanding compared to $66 million as at December 31st, 2022. During the second quarter, Due to excess cash and the desire to minimize interest expense, we made a $5 million voluntary prepayment against our revolving facility, bringing total year-to-date prepayments against the revolving facility to $15 million. After all this, as at June 30, 2023, we held $26.6 million in cash compared to $34.5 million as at December 31, 2022. Subsequent to June 30, 2023, and in connection with the extension agreement announced on July 5, ISEE entered into an amended and restated credit facility with its syndicated lenders. The aggregate amount available under the amended and restated credit facility has been increased from $150 million to $250 million and consists of ISEE's existing $150 million revolving credit facility plus a new $100 million revolving credit facility. In addition, ISC maintains access to a $100 million accordion option, providing the flexibility to upsize the aggregate revolving credit facility up to $350 million. And the net funded debt to EBITDA financial covenant has been increased to provide additional balance sheet flexibility to ISC. The expiry date of the amended and restated credit facility of September 2026 remains unchanged. We funded the upfront payment of $150 million and other related extension agreement transaction costs by drawing on our amended and restated credit facility and with cash on hand. Further, on July 27th, the Lending Syndicate Credit Social Facility expanded to include BMO as a participant. The inclusion of BMO is a logical and prudent step to ensure that we remain well positioned to fund our ongoing growth strategy. Further details on our debt and credit facilities can be found in our MD&A and financial statements. In February, We provided our outlook and guidance for 2023, and following the announcement of the extension to the MSA with the province to 2053 on July 5th, 2023, we conducted a review of the annual guidance metrics we published to ensure we provide the most appropriate metrics by which to guide for our forward-looking performance. Going forward, we will only be using revenue and adjusted EBITDA, and have ceased using net income and free cash flow. As such, and as a result of the extension to the MSA, we now expect revenue to be between $207 million and $212 million, and adjusted EBITDA to be between $71 million and $76 million. Before I turn the call back over to Sean, I'd like to finish by highlighting that we also announced yesterday that our Board of Directors approved a quarterly cash dividend of $0.23 per share. That dividend will be payable on or before October 15, 2023 to shareholders of record as of September 30, 2023. I'll now turn the call back over to Sean for some concluding remarks.
spk07: Thanks, Bob. As I stated at the outset, our second quarter and year-to-date results are a testament to the strength and diversity of our business. As Bob mentioned, we've affirmed our guidance for the year. While we expect the reduced activity in the Saskatchewan Land Registry to continue for the balance of the year, we expect to see customer and transaction growth remain strong in services, particularly regulatory solutions, while volumes in recovery solutions will likely remain at current levels until the impact of the interest begin to permeate into this part of our business. In technology solutions, implementation work is well underway on several platforms. The second contract will also be supporting the registry enhancement work that is commenced services. The new business pipeline also remains healthy as we actively pursue a number of opportunities. With that, I'll now turn the call back over to Jonathan.
spk05: We would now like to begin the question and answer session.
spk02: Thank you so much. We will now conduct the question and answer session. As a reminder, to ask a question, please press star 1 1 on your telephone and wait for your name to be announced. To withdraw your questions, please press star 11 again. Please stand by. Our first question comes from Maxim Matyshansky from RBC Capital Markets. Go ahead.
spk01: Hi, good morning. I just wanted to touch on the services. You mentioned that the regulatory services strength was driven by financial institution customers implementing stronger due diligence as a result of the higher industry environment. Can you just help provide some color into how this actually plays out as this customer is now utilizing you for more, you know, validation and identification services than they previously did? Or how does this actually look like?
spk06: Hi, Maxim. It's Bob here. Yeah, you're exactly right. It's, you know, the KYC, the reaching out for KYC services. So exactly as you described, they're, you know, coming forward with increased services requests in that area.
spk01: And is that increase consistent with behavior you saw in previous rate hike cycles? Do you have any sense of how you expect, do you expect that to slow in the future, or how should we think about the cadence of that increased due diligence?
spk06: You know, really, this has sort of been the first time period that, you know, since 2022 where, you know, interest rates have increased significantly over a period. So, you know, we haven't, you know, seen that before. But, you know, as we're in this environment now of higher interest rates, you know, we expect, you know, for the near term that would continue. you know, as the interest rate environment changes, right, that could change as well.
spk01: Got it. And just finally for me on technology solutions, can you maybe help provide some more color there in terms of how the new environment for, or the environment for new opportunities looks like post-pandemic, and I guess just how you would categorize the business pipeline today as compared to previous years?
spk07: Yeah, Matt, Sean, thanks for the question. It really is, you know, we talked a few quarters ago about our view that we were seeing increased activity post-pandemic. So as we've talked about in the past, during the pandemic, although we saw, you know, really strong results in our registry operations and our services, the technology business was a bit slow as we just completed existing contracts or pre-existing contracts. The jurisdictions were concerned about health and safety and rebuilding the economy, restarting the economy, and those types of things, and not procuring technology software. But we saw that start to fall. And so that really is the post-pandemic. What we're seeing is jurisdictions coming forward with new opportunities as well as opportunities that they put on hold during the pandemic. And that's what's creating the really strong pipeline that we're seeing. We do expect that will continue for some time, at least for the foreseeable future, as we're seeing continued opportunities come to mark, quarter after quarter, month after month.
spk09: Okay, thanks for that line. Thanks, Maxime. Thank you so much. Please stand by. Our next question comes from Scott Fletcher with CIBC.
spk02: Please go ahead.
spk04: Hi, good morning. I wanted to ask a question on the decision to remove the free cash flow and net income numbers from the outlook. Could you just walk through that in a little more detail? Is there less predictability in those numbers with the new MSA? And secondly, do you still expect similar free cash flow conversion as you did prior to the extension?
spk06: Hi, Scott. I'll start it off here. Yeah, just with the... With the extension, there is some costs that are non-recurring. For the first few years, obviously, there's transaction costs associated with the extension. Then there will be some initial costs as we maintain and modernize the registries. Really, what we want to give investors a perspective of is the ongoing operational profitability of the business. In terms of your second question, in terms of pre-cash flow conversion, again, in the initial periods, we are going to have higher interest, but from an operating perspective, again, we've moved to that adjusted pre-cash flow measure to show the potential of the business Again, excluding non-operational type items.
spk04: Okay, thanks. And the second question was just on if you could provide any commentary on services margins in the back half of the year. Through H1, we've seen some fluctuations relative to the prior year, and I'm wondering if you have any color, at least directionally, relative to the prior year.
spk06: Scott, yeah. That services business, you know, traditionally is in that 20 to 22% margin business. If you look, you know, last year as an example and where we're tracking this year. So, you know, we expect that margin to continue around that same range at this point.
spk07: It's a little hard sometimes for us to predict, Scott, just because of the mix of services that we provide. And as Bob said, on average, it's around that 22%. I have quarters where we see a lot of collateral management, which is a slightly lower margin, lots of business, lots of revenue, a little lower margin, and then others where we get more different services, like the KYC or in the regulatory, which is higher margins. But using that sort of 20 to 25 benchmark. All right. That helps. Appreciate it.
spk08: Thank you. Please stand by.
spk09: Our next question comes from Jesse Pitback from Cormark Securities.
spk02: Go ahead.
spk10: Hey, good morning. Just with respect to the $1.7 million and one times in a quarter, can you just kind of run through what contributed to this?
spk06: Hey, Jesse. Yeah, the share-based compensation is the main, is the biggest component of that. And again, we, you know, just with the change in share price this quarter compared to, Last year, there was a larger change, and of course, that translated into that $1.6 and $1.7 million impact.
spk10: So then, there are no, I guess, charges in there related to the MSA extension negotiations?
spk06: There is, but the more material item is the share-based compensation. Okay.
spk10: Moving kind of just over to the services business, can you just kind of run us through what it will take to kind of see a pickup in the recovery business? Like, I understand that, you know, greater economic stress could drive more assignments, but do you need anything to change in the used car market for growth to pick up for you? Is it really just kind of, you know, seeing interest rate impact permeate through the economy?
spk07: Yeah, it's a combination really of both of those things, higher interest rate environments, which creates challenges for folks on the loans and the financing is a big part of that. The used car market is also a big part of it. If the used car market remains strong or is strong, that gives another avenue for folks that might choose to actually sell the car and pay off the outstanding loan. So it's a combination of the two. I would say the used car market was quite impactful to us during COVID in that that got quite strong and that's what kept the recovery business fairly steady, but not sort of taking off. That combined with, of course, the subsidy payments that were present through COVID. But it's probably now the more impactful thing is really the interest rate hikes. So we are expecting to see that continue. We're seeing increased number of assignments I think that'll be the bigger impact right now.
spk10: Okay. And then just one last one. In terms of technology solutions, it sounds like you're still seeing pretty robust procurement activity. I guess based on what you're seeing, do you have confidence you might be able to announce more wins this year? And if so, would those be upside to guidance, or have you already kind of baked in some other additional wins into the guidance?
spk07: Yeah, so as we continue to pursue those, obviously, we'll announce anything that we think is exciting and material. At this point, I wouldn't comment on the guidance, and if something on that changes, we'll announce that at the time.
spk10: All right. That's all from me. I'll pass the line. Thank you. Thanks, Jesse.
spk08: Thank you. Please stand by.
spk09: Our next question comes from David Pierce from Raymond James.
spk02: Please go ahead.
spk03: Good morning. Good morning, David. Good morning. Just on the annual registry CPI adjustments, my understanding is that it usually gets implemented around this time of year. Can you confirm that? And then, if possible, could you confirm the magnitude of that increase?
spk06: David, yeah, Bob, you're correct. They do get implemented this time of year. this year, and so it's typically in the month of July. And in terms of the Saskatchewan CPI, which the rate increases are based on, it's in excess of the 6% where that SAS CPI landed. So you'll see that reflected in our prices on ad valorem
spk05: And just to add to that, David, we actually implemented that on July 29th, and all those are on the website if you want to dive a bit deeper into that.
spk03: Perfect. Thank you. And just moving over to services, on the Ontario business registry changes, are you seeing any early impact there on your corporate solutions business? Hi, David.
spk07: It's Sean. Absolutely, we are. But we have predicted that. We forecast that and included that in our guidance. And as we've said previously, we've been preparing that since the day we bought ESC. We always knew that that was a potential risk for the business around that. But there is an impact. It's just the onboarding of new customers and the additional services are helping to offset that.
spk06: I appreciate it. Thank you.
spk08: Thank you. Sorry about that. Please stand by.
spk09: Our next question comes from Natalia Davies from Edison.
spk00: Go ahead. Hi. Just a few questions from me. Firstly, on M&A, can we expect any more deals this year? What's the multiples do you look for regarding acquisitions? And following on from that, what level of debt are you comfortable taking on given the $150 million payment for the contract extension this year?
spk07: Thanks, Natalia, for the question. We are continually looking at both organic and inorganic growth. And so we constantly are looking for opportunities where we think that they're within our wheelhouse usually they are companies that have lots of runway for growth and so that's still active you know I can't comment on whether we denounce anymore this year but I can say that we're always active in that space and we'll continue to do so multiples for those types of companies multiples have changed a bit as we saw over COVID we saw probably multiples for good companies with strong cash flows and good customer service, or sorry, good customer bases go up a bit. We're starting to see that normalize a bit more now. But I would say, you know, we tend to be in that seven to nine times EBITDA multiple that usually lands a really good solid business for us. And then on the debt question, you know, we've talked for some time that We'd be fine at four times EBITDA, really just based on the leveraging capabilities of the business. And we even said for the right deal, we'd go slightly above that and deliver quickly. So we're very comfortable with where it is now. We know the cash flow nature of the business and the leveraging capabilities. And again, if the right deal comes along, we'd look at that and expect we'd be able to have successful financing behind that.
spk00: That's great. Thank you so much.
spk09: Thanks, Natalie.
spk02: Thank you. As a reminder, to ask a question, please press star 11 on your telephone, and we will wait just another moment for any additional questions to come in.
spk09: Okay, thank you.
spk02: This concludes our question and answer session. At this time, I would like to turn the call back over to Jonathan for closing remarks.
spk05: Thank you very much, Shannon. With no further questions, we'd like once again to thank you all for joining us on today's call, and we look forward to speaking with you again later on in the year.
spk09: Have a great day. This concludes today's conference call. Thank you all for participating. You may now disconnect.
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