Dye & Durham announced a record-breaking revenue of $120 million for the fourth quarter of fiscal year 2024, marking a 15% increase year-over-year. The company also reported substantial growth in adjusted EBITDA, reaching $69 million for the quarter. Dye & Durham, identified by the ticker symbol DND, has been focusing its efforts on generating free cash flow and expanding its legal technology software and services. The company's strategy to drive growth includes organic expansion, pricing optimization, and strategic tuck-in acquisitions, which has resulted in significant value creation since its initial public offering (IPO).
Key Takeaways
- Dye & Durham reported highest-ever quarterly revenue of $120 million, a 15% increase from the previous year.
- The company generated $69 million in adjusted EBITDA in Q4 and $258 million for the fiscal year 2024.
- Dye & Durham's acquisition strategy has led to substantial growth, with $113 million in EBITDA acquired at a cost of 16.6x EBITDA.
- The company aims to reduce its leverage ratio below 4x total net debt to adjusted EBITDA.
- Dye & Durham is expanding its annual recurring revenue (ARR) mix to 40% by the end of the current fiscal period and 50% in the next.
- The company is slowly expanding its mortgage discharge product in Canada, following success in Quebec.
Company Outlook
- Dye & Durham plans to maintain a disciplined acquisition strategy with a focus on strategic tuck-in acquisitions.
- The company is targeting a reduction in their leverage ratio to below 4x.
- There is an ongoing effort to increase the ARR mix to 50% in the upcoming fiscal period.
Bearish Highlights
- The company identified $26 million in cost savings, mainly in personnel, and continues to focus on reducing one-time charges.
- Canadian real estate transaction revenue has been sluggish, although other business areas are growing.
Bullish Highlights
- Dye & Durham has experienced organic revenue growth of $103 million since the IPO.
- The post-synergy EBITDA acquisition multiple has decreased to 8.7x.
- Success in bundling search with practice management in the U.K. market is expected to yield results in the coming fiscal year.
Misses
- Higher severance costs were noted in Q4, with similar costs anticipated in Q1.
Q&A Highlights
- The company discussed the cash flow benefits from minimum payment contracts and their strategy for negotiating minimum spend tiers with clients.
- Dye & Durham provided an update on the slow and organic expansion of their mortgage discharge product in Canada.
- They expect a decrease in investment in intangibles in the future, targeting an annual range of $20-25 million.
Dye & Durham's focus on consolidating its platform and services through strategic acquisitions and organic growth has positioned the company to capture more market share in the legal services and financial technology sectors. Despite the current sluggishness in Canadian real estate transaction revenue, the company remains optimistic about future growth in fintech and corporate commercial transactions. With a disciplined approach to acquisitions and a clear strategy for increasing ARR, Dye & Durham is poised for continued success in the evolving legal technology landscape.
Full transcript - None (DYNDF) Q4 2024:
Operator: 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 Fourth Quarter and Year-End Fiscal 2024 Earnings Call. I would now like to turn the call over to Huss Hirji, VP Investor Relations of Dye & Durham. Mr. Hirji, you may begin your conference.
Huss Hirji: Great. Thank you, operator, and good afternoon, everyone. 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 the statements made during this call may include forward-looking statements and information and future financial information regarding Dye & Durham and its businesses 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 Matt Proud, Dye & Durham Chief Executive Officer; Frank Di Liso, Dye & Durham Chief Financial Officer; and Martha Vallance, Global Chief Operating Officer. A question-and-answer session will follow the formal remarks for research analysts. I'll now turn the call over to Matt for opening remarks.
Matthew Proud: Thanks, Huss, and good afternoon, everyone. We've built one of the largest legal technology software companies in the world. Our customers depend on our products daily as mission-critical software can manage their business effectively and efficiently. You can see the momentum we're building with our fourth quarter results. We reported the highest revenue quarter in the company's history, excluding the impact of the TM Group divestiture. With a $120 million of topline revenue, this represents 15% growth. We also generated the second highest level of adjusted EBITDA, taking into consideration the TM Group divestiture with $69 million in the fourth quarter. While both revenue growth and EBITDA are important, we remain focused on generating free cash flow after servicing all the company's obligations. In this regard, I'm very pleased to announce in the quarter that we generated approximately $32 million of leveraged free cash flow, a record quarter performance since the company's IPO four years ago. At Dye & Durham, we are very fortunate to be servicing the very attractive legal services ad market, which has an accelerated adoption of technology to improve efficiencies and their client experience. This means as a business, we're well positioned across our tens of thousands of customers who are looking for streamlined workflows delivered through central dashboards with single-sign-on and software interoperability. We've invested significant sums of money over the last couple of fiscal years to make this a reality for our customers. And as you can see from the results, this is now paying off. Virtually all of our customers across the small and medium law segment, which we focus on, require mission-critical legal practice management software to run their practice. Equally as important, this same segment requires nondiscretionary data and insight applications to conduct legal due diligence and the associated regulatory filings on behalf of their clients. Our strategy is to win by providing the interoperability to our customers at this intersection. Our financial technology business provides banking software to more than 100 financial institutions across Canada and Australia, including leading technology, payments, managed banking services to name a few. Across our platform, our customers and their end customers rely on our solutions every day to complete transactions and move funds. This business is performing well and grew year-over-year and has produced revenue growth greater than 20% in fiscal 2024. And at the start of fiscal 2025, it's off to an even greater start. As you know, there is an ongoing strategic review of this business, which has been challenging to manage given the distraction of recent activist activities that's been reported on. We continue to focus on our go-to-market strategy. As you can see, over the last two fiscal years, we managed to build our ARR to $137 million, a number which is rapidly growing. When we think of go-to-market at Dye & Durham, the strategy falls into two buckets: one, continue to focus on our top couple of thousand clients and putting them into minimum spend contracts; and two, start to focus more on our large tail of tens of thousands of customers and drive a larger subscription-based revenue model business. We have approximately $70 million of license-based subscription revenue today, and our recent investments are designed to involve our offering into a more modern SaaS-based relationship by providing a whole suite of products to a law firm that they require to run their practice together with a single technology platform instead of the more legacy common market practice of a single point solution product offering. These point solutions are disjointed and require law firms to utilize multiple systems, which create complexity and a total lack of efficiency. We see an ability in the future years to significantly grow the subscription-based model while continuing to transition our larger customers, that couple of thousand I talked of, to minimum spend contracts. This will help us grow our ARR even further. Our strategy at Dye & Durham is to create the interoperability and bridge the requirements for law firms to use multiple systems in their day-to-day workflow. As you know, we've acquired a large number of practice management and data insight and due diligence applications globally and have worked very hard to integrate and create a consolidated platform and common brand for our customers around the world. This puts us in a great position to capture market share in this highly fragmented market that is forecasted to double by 2030. Our Unity Global platform is core to the strategy with the practice management and data insights and due diligence verticals. Unity brings together all the tools of small or medium-sized business – for small to medium sized law firm requires to run their practice, saving our customers time and money in providing real operational cost efficiencies as well as the latest technologies in the market, including a real reliance on AI. In addition to ARR growth, we also have a number of customers like financial institutions that generate revenue from us from contract overages and other revenue contracts through service agreements. Together with ARR, this annual contracted revenue represents 51% of the total revenue in the fourth quarter. We believe multiple levers exist to continue driving value creation at Dye & Durham. On the transactional side of the business, the interest rate environment supports a normalization of market activity in real estate and M&A. These are just two of a few drivers that are macro drivers in our transactional business. More transactions across our customer base generates more fees. Given our scale, this incremental revenue has an outsized impact on our bottom line as there is little to no incremental cost to additional transactions. We also continue to optimize the market positioning of our pricing and transaction offering. As we develop new functionalities and enhance and expand our application set, we are aligning our pricing strategy with the value we deliver to our customers. As is evidenced by our results, our strategy is working. Organic growth rate came in at 8% during the fourth quarter, a number we're very proud of. Our market positioning and the green shoot and the macro market activity are bolstering our growth. This resulted – this result outpaced the growth contributed from acquisitions in the quarter. On acquisitions, acquisitions still remain part of our strategy, and we'll continue to focus on driving – however, we will continue to focus on driving organic growth and when it comes to acquisitions, doing more smaller tuck-in M&A. This will allow us to focus on reducing our leverage ratio. That said, we remain very committed to driving leverage below 4x as quickly as possible. At the same time, we have successfully demonstrated our ability to make acquisitions to deliver revenue synergies by cross selling to our large customer base and optimizing our pricing strategy of the unmanaged assets in the market in addition to reducing operational costs. We intend to remain disciplined. To that end, subsequent to June 30, we expanded our practice management offering across the Asia Pacific region, the strategic tuck-in of Lexis Affinity in the Asia Pacific region. This acquisition is aligned with our existing offering and complements our strategic vision of growing ARR through our practice management offering and owning the intersection of data and PMS software. The business is headquartered in Sydney, Australia and has approximately 60 employees across the APAC region, including Australia and New Zealand. The Affinity flagship practice management software services approximately 12,000 users in medium-sized law firms across the region. The upfront cost for Affinity – the upfront consideration for LexisNexis Affinity plus another small tuck-in acquisition was $21 million subsequent to June 30. We were able to negotiate very favorable payment terms on both these acquisitions, meaning the remaining deferred consideration totaling $48 million will be payable interest free over a multiyear period, and the company estimates a large portion we paid for under the free cash flow generated from these businesses. I'm now going to turn it over to Martha to speak about our strong track record of capital allocation and acquisition results.
Martha Vallance: Thank you, and good afternoon, everyone. As Matt mentioned, since the IPO, we have implemented a disciplined acquisition strategy that has significantly scaled the business by deploying approximately $1.9 billion in capital. On Slide 17, you can see the impact of these acquisitions. This group of acquired businesses account for more than 3/4 of the capital that we've deployed in our acquisition strategy. The performance speaks for itself. Across these acquisitions, we've consistently delivered double-digit compound annual revenue growth. Our largest acquisition, DoProcess, we have nearly tripled revenues since we acquired that business in late 2020. More recently, we acquired Credas, which provides KYC and AML capabilities used by lawyers to verify their customers' identity in the U.K. This is a critical part of the customer onboarding process for lawyers, and a white labeled version of the Credas technology is already now integrated with our practice management applications in the U.K., allowing our customers direct access to use this technology. Despite having owned this business for less than a year, the revenue of Credas is up over 30% since we closed the acquisition, and we expect strong performance to continue as we drive further adoption of this product amongst our U.K. customers. Our acquisition strategy has been centered around building a platform of scale and bringing together mission-critical technologies used in the legal and financial sector. We have been able to drive outsized returns for many of these acquisitions because they fit strategically into the business and the platform that we are building. While this slide looks at the performance on a case-by-case basis, pulling back to a more wholesale view on the next slide, you can see the overall impact. We reported approximately $40 million of adjusted EBITDA at the time of our IPO. We've acquired $113 million in EBITDA since that time at a cost of 16.6x EBITDA. We've created significant value from those acquisitions with $103 million of organic adjusted revenue growth off of our pre-IPO and acquired EBITDA base. Our ability post-acquisition to repeatedly drive financial upside and extract incremental value from these businesses has meant that our post-synergy EBITDA acquisition multiple is now down to 8.7x. We will remain disciplined with our acquisition strategy. We will deploy capital carefully on strategic tuck-in acquisitions, where we are confident that we can repeat our track record of driving strong post-acquisition performance, and we'll do this in parallel with our debt repayment target. I'll now turn it over to Frank to discuss the financials.
Frank Di Liso: Thank you, Martha, and good afternoon, everyone. This afternoon, we reported our fourth quarter and year-end fiscal 2024 results. Our results continue to demonstrate the resiliency and diversification of the business with the support and growth in our practice management offerings, and our annual recurring revenue continues to grow, which reduces the reliance on real estate transactions. Our annual contracted revenue remains robust, driven by both our practice management and our payments infrastructure service lines. Revenue exposed to real estate transactions globally in Q4 was 50% compared to 58% in the same period of fiscal 2023. It's important to keep in mind that fiscal 2024 is the strongest seasonal period for real estate transactions. Revenue exposed to real estate transactions in Canada was only 28% compared to 33% in the same period of last year. Our actual exposure to real estate transaction is even lower than 28% as the Canadian figures include refinancing transactions. Annual recurring contracted revenue was 29% as of June 30 compared to 18% at the same point in the prior year. As Matt mentioned, there are components of our revenue, which we do not include in ARR such as revenue from contracted overages and other revenues under contract with service arrangements. These are included in annual contracted revenue, which includes ARR and was 51% in the fourth quarter compared to 39% in the prior year period. We reported revenues of $120 million and $458 million in the fourth quarter and fiscal year 2024, respectively. This represents growth of 15% and 14%, respectively, compared to the corresponding periods in fiscal 2023 when taking into consideration the sale of TM in August of 2023. Revenue was unchanged in Q4 year-over-year and grew 1.5% in fiscal 2024, including the impact of TMG in the prior period, mainly as a result of organic initiatives. We generated adjusted EBITDA of $69 million and $258 million in the fourth quarter and fiscal 2024 periods, respectively. The growth of 5% and 6% in their respective periods was despite the divestiture of TM and its contribution in the prior periods. The improvements were primarily related to the growth in organic initiatives as well as the impact of our business improvement plan and lower direct costs. We continue to maintain our strong EBITDA margins coming in at 57% in the quarter and 56% for the fiscal year, which is in line with our target range between 50% and 60%. Total adjusted operating expenses, which include direct costs, technology costs, G&A, sales and marketing, were $51 million and $200 million for the quarter and fiscal year periods, respectively, or 43% and 44% of revenue. Adjusted operating expenses for the quarter and fiscal year were lower by approximately $3.4 million and $7.3 million, respectively, from the prior periods, which demonstrates the improvements from our business improvement plan. Net finance costs for the quarter were $114 million and $228 million for the fourth quarter and fiscal year periods, respectively, compared to $37 million and $132 million in the corresponding periods of fiscal 2023. The change in Q4 was primarily due to non-cash impacts arising from changes in the fair value of our [controlled debentures], contingent considerations, cross-currency swaps and a loss of settlement on our retired Ares facility. Adjusted finance costs was adjusted for these changes in fair value, and settlement losses was $31.4 million, lower by $4 million versus the prior Q4 period, which primarily reflects the savings from our refinancing transaction completed in April of 2024. Acquisition, restructuring and other costs were $9 million and $29 million for the fourth quarter and fiscal 2024 periods compared to $9 million and $59 million, respectively, in the prior period. The quarterly period was in line with the previous year. You can see the significant improvement we've made in the annual period, a 52% reduction compared to fiscal 2023. We believe we can deliver additional improvements in this cost over time as we take additional actions to increase our cash flow performance. The gains made from our business improvement plan earlier in the year supported significant free cash flow in the quarter. We have fully realized the $70 million targeted free cash flow benefit from that plan in Q4 relative to the baseline period of fiscal – of Q1. We have introduced a new non-GAAP key performance measure, which we'll continue to report on, leveraged free cash flow. Leveraged free cash flow was $32 million in the fourth quarter. That is an improvement of $38 million compared to when we initiated the business improvement plan in the first quarter of fiscal 2021. Even when taking into consideration the secured note interest impact, which is paid semiannually, it is still a $24 million positive improvement or approximately $96 million annualized. This improvement includes savings achieved in the reduction of capital expenditures, lower net interest costs, lower adjusted operating expenses as well as lower cash taxes paid. The cost reduction plan arising from our refinancing transaction did result in a higher amount of severance costs in the fourth quarter, and we expect them to continue into the first quarter of fiscal 2025 due to the realization of synergies, which will have a benefit impact for the remainder of 2025 and beyond. As part of our refinancing transaction, we've also implemented new cross-currency swaps, which effectively hedge 100% of the cash foreign exchange movements and 85% of the interest rate movements. These swaps will have mark-to-market non-cash adjustments, which will result in period-to-period variability in our finance metric. You will see this in the fourth quarter as a $20 million expense to our finance costs. Now turning to our balance sheet. Our net debt stood at approximately $1.26 billion as of June 30, 2024, which has been reduced by approximately $36 million since June 30, 2023. As we discussed on the last call, we repaid all of our amounts outstanding under the Ares Credit Facility with the proceeds from the refinancing transaction. The refinancing transaction in Canadian dollars consisted of approximately C$254 million of senior secured notes due in 2029 and approximately C$476 million in senior secured term loan B facility due in 2031 and C$105 million in revolving credit facility. We understand the importance of reducing our leverage, and we have set a target to reduce it below 4x total net debt to adjusted EBITDA. That said, we have sufficient resources to manage our debt levels. The business generates strong sustainable cash flows. With that, I'll turn it back to the operator for the Q&A.
Operator: Thank you. Ladies and gentlemen, we will now begin the question-and-answer session. [Operator Instructions] Your first question comes from the line of Robert Young from Canaccord Genuity. Please go ahead.
Robert Young: Hi. Good evening. The organic growth increased sequentially, as you noted, from 4% to 8%, but ARR, the percentage of the revenue declined from 30% to 29%. So it feels as though the organic growth came from other parts of the business. Maybe if you could just break that apart for me and give me a little more insight into where the growth is coming from here?
Frank Di Liso: Yes. So Rob, the ARR growth did decrease as a percent of total revenue. It's mainly a result of the increase in overall transactions in the fourth quarter. As I said earlier, the fourth quarter is our high point of, typically, real estate transactions. So that decreased the percentage, although the absolute number did increase. We are seeing growth in other areas of the Canadian market, in particularly the due diligence side as well as the financial services side as well that helped with the organic growth in the quarter.
Robert Young: Okay. And then you said that the two acquisitions that you made post the quarter, I think you said $21 million. Was that for both – is that the cash outflow for both those acquisitions in total?
Frank Di Liso: That's correct.
Robert Young: Okay. And then you had a special meeting that you had scheduled for August, and that's been postponed due to...
Matthew Proud: Is there a question there?
Robert Young: Sits today.
Frank Di Liso: Rob, we're having trouble. Can you just repeat your question, please?
Robert Young: Sure. You had to postpone your special meeting, and I don't believe that there's a replacement date. Can you guys give us an overview of where that process sits? And then I'll pass the line.
Matthew Proud: Yes. I can't say too much on that. As you know, the activist shareholders commenced litigation against us, which resulted in a judge – which resulted in actions from the courts, which included us suspending the meeting or pushing the meeting. Because we don't have an outcome from that litigation yet, we don't have a date for the meeting. So we'll keep the market posted as we learn more. Again, this was a result of the activists taking action on us. And as a result of the judge's order, we had to push the meeting.
Robert Young: Okay. Thanks for taking the questions.
Operator: Thank you. And your next question comes from the line of Thanos Moschopoulos from BMO Capital Markets. Please go ahead.
Thanos Moschopoulos: Hi. Good afternoon. From a cost perspective, have you captured all the cost synergies from the restructuring program at this point? Or might there be some incremental to come that weren't fully utilized in the quarter?
Matthew Proud: Look, we're always watching our cost base and managing it to make sure that we're able to properly deliver both for our customers and our stakeholders, our shareholders most notably. That said, as you know, in the spring of this year, we did identify publicly $26 million of cost to come out of the business with the vast majority of that being kind of people related. And while it's always tough to say people cost out, it was kind of the right thing for the business. Again, we've executed on a vast majority of those cost savings. There's always kind of more work to do as you kind of continue to manage the business.
Thanos Moschopoulos: Okay. As far as the acquisitions, just to clarify, Lexis Affinity was the larger one of the two? And then can you comment on which geography the second one was?
Matthew Proud: Australia. And yes, it was the larger one of the two.
Thanos Moschopoulos: Okay. From a cash flow perspective, any puts and takes we should think about in the near term? I mean, obviously, there's the fact that some of your interest costs are semiannual. But aside for that, any specific puts and takes we should think about as we think about the first half of the year?
Frank Di Liso: Yes. So Rob – sorry, Thanos. Yes, you're right. The secured bond is paid semiannually, so the next one is in October. So you should have reflected that. As I mentioned in my prepared remarks, there were the higher amount of severance costs that hit in Q4, and we expect a similar amount in Q1. And those are the only two, I would say, factors right now reflecting us going forward along with the continued business momentum that we have that's generating strong cash flows.
Matthew Proud: I'd add to that, we do remain pretty laser focused on reducing onetime charges. And a lot of the capital investment that we've made over the last couple of fiscal years is shrinking significantly. So those are two areas that we are focused on.
Thanos Moschopoulos: All right. I'll pass the line. Thanks.
Operator: Thank you. And your next question comes from the line of Scott Fletcher from CIBC. Please go ahead.
Scott Fletcher: Hi. Good evening. I wanted to ask, just you mentioned sort of the focus being on tuck-in M&A in your prepared remarks. With these sort of – these two deals are combining to be 20 upfront and 60 all in, maybe if you could just help – if you could define sort of what you see as a tuck-in and what we can expect size-wise looking forward?
Matthew Proud: Yes. I mean I would define both of those as tuck-in. In those cases I mentioned, while it was kind of sort of 20 upfront, we were able to negotiate, as I said in my prepared remarks, very favorable vendor financing terms, which enable us to pay for the remainder of the amount due interest free out of the majority of the cash flow over the coming years. So those are obviously very good opportunities, and we – and hard to come by. So particularly given the strategic nature of the business, those are the type of tuck-ins that we're looking for going forward in the near term anyways with a larger focus in the near term on keep continuing to go-to-market, drive organic growth, and we are, again, focused on reducing that – our leverage ratio.
Scott Fletcher: Okay. Thanks. And then just on that business sort of, as you said, it fits with the strategy, is that something – just to clarify, is that something where your due diligence product in Australia can be integrated to go-to-market in the same way you plan – you do with Unity? And then will it be rebranded as Unity in Australia? Is that the idea?
Martha Vallance: Yes, sure. I'll take that. So in LexisNexis, actually, our due diligence product is already integrated there. Prior to the acquisition, it was integrated with both us and a competitor of ours. So there is a very meaningful kind of cross-sell opportunity there. And then, yes, ultimately, both of those acquisitions will be rebranded to our Unity practice management brand.
Scott Fletcher: Okay. Thanks. That's helpful. Appreciate it.
Operator: Thank you. And your next question comes from the line of Stephen Boland from Raymond James. Please go ahead.
Stephen Boland: Thanks. Maybe just going back to the activists. One of your press releases did say that the court hearings were expected to be at the end of August. I'm just wondering, I know you can't talk much about them, but did those hearings actually take place?
Matthew Proud: Yes, there was a hearing at the end of August, and we're waiting on a decision from the court.
Stephen Boland: Okay. That's helpful. Second question. Last quarter, you gave some guidance in terms of the coming strength of the quarter you just reported. You talked about kind of record revenue, very strong EBITDA. I'm wondering if that momentum was carried into the – I guess, it would be your Q1 2025 quarter and if you want to provide any kind of run rate or it's going to be a similar quarter in terms of the guidance. And maybe you have provided it. I apologize if you have.
Matthew Proud: Yes. No, look, to give you color, look, our business continues to perform well. I talked about close to record. And as I said, when you back out the divestiture, it was a record revenue quarter, Q4. Q1 continues to look very strong. Our business is going very well. I mentioned that kind of – that what we're seeing is the strong continued growth in ARR, which is important to us. But obviously, that's translating too into financial performance. So we're very happy with where the business is heading and are very bullish and positive on the business.
Stephen Boland: Okay. And then it was touched on a little bit, but just we talked a little bit – you talked a little bit about cash flow. But what about capital allocation in general? I mean the SIB, is there going to be another attempt for that to pay down some additional debt or some of your – sorry, your converts? What's the feeling on capital allocation?
Matthew Proud: Yes. In regards to the SIB, it's a good question. As a condition of the larger refinancing we did, which really gave us a lot of flexibility and certainty of our capital structure in the next five years, we were required to make an offer to the convert holders, which we did. We continue to hold that cash in escrow on hand to fulfill that obligation when it comes due, I think, 1.5 years from now. So we don't have any intent to – currently to make another offer. I think at this point, we're making a positive carry of interest on the cash we held, so it works well for us. And we're obviously making more interest than we're paying an interest on that convert. So to the second point of your comment, look, we're really committed with our capital allocation to get our leverage ratio below 4x as soon as possible. We know that's an impediment to the business. We know investors want that. We understand the importance of it as a public company, and we're committed to get there quickly.
Stephen Boland: Okay. And just the Lexis – the two acquisitions, I mean, are these businesses that you've known for years and years? [Was it an option]? I'm just curious how that – some of this is still progressing after so many deals that you've done?
Matthew Proud: Yes, on the case of one, we have a long-standing relationship with LexisNexis. They're obviously one of the largest legal tech companies out there apart from Thomson Reuters (NYSE:TRI). And this is something we're working on for over a year, and it was a very good opportunity for us with very stable financing terms. It was a unique opportunity that it was kind of hard to turn down.
Stephen Boland: Okay. Appreciate the comments. Thanks guys.
Operator: Thank you. And your next question comes from the line of Kevin Krishnaratne from Scotiabank. Please go ahead.
Kevin Krishnaratne: Hey there. Good evening. Just a question on your ARR mix. It was 30%. I know you've given targets of getting to 50%. I can't recall when that timeline is. But do you have a view of where you like this metric to be at the end of the current 2025?
Frank Di Liso: Yes. So yes, you're right, Kevin. We do have those public metrics. That has not changed. So we'd like to reach 40% by the end of this fiscal period and then get to 50% beyond for the next fiscal period.
Kevin Krishnaratne: Okay. Got it. Thanks for that. On the minimum volume pricing sort of strategy, can you talk about like the sort of behavior that you're seeing from your clients, from lawyers' offices when – like how are they setting the minimum? Do you feel like they're basically setting the minimum off of the current sentiment in the market? Or are they booking in a little bit more transactions, being optimistic? Like what are you seeing in terms of what they're setting? And how do you think about if there is upside to come beyond – at a faster rate than what might be currently in the market, will you be able to capture that in terms of beyond the minimums? I'm just curious on what you're seeing sort of these guys are setting the minimum?
Matthew Proud: Yes. So there's a couple of things. Keep in mind, this doesn't only apply to law firms that are involved in real estate transactions. We have a lot – many customers that are using our products for corporate commercial type searches and regulatory filings that we do the same thing with. So to answer your question more specifically, we have tiers and pricing associated with tiers for our customers. As a business, we always want to get more minimum spend. And obviously, clients obviously want to give you less, so it's an ongoing negotiation between our reps and – or account managers, I would say, and the client onto where they can best fit. We've done a lot of work over the last 12, even 18 months, and there's still a bit to go in some areas of the business where the tiers aren't standardized enough and it's more based on percentage of spend. We want to get where it's all standardized. And we're kind of a lot of the way there, but not all the way there. But I hope that gives you some color and helps you understand how we approach it.
Kevin Krishnaratne: Yes. No, that's helpful. Thanks for that, Matt. Maybe for Frank, just to remind on the sort of the cash flow dynamics of the minimum. I can't recall, are you – do you get the cash on a minimum payment all upfront at the beginning of the year? Is it every month, every quarter? How does the cash come in?
Frank Di Liso: Yes. The majority of the contracts are over three years, three years in tenure, and we get the cash. If they do not meet their minimum guarantee, we get the cash at the end of each of those three years.
Kevin Krishnaratne: End of each of those years. Okay. Thanks. Just the last one for me. You had a press release out, it might have been a few weeks ago, just on the mortgage discharge product. I know that, that product is in Quebec and in Australia. But if you think about in Canada, can you remind us of how that – big that business is in Quebec and how do you think about what that TAM opportunity is in Canada?
Matthew Proud: Yes, it's a good question. Look, we think, as we talked in the past, it's a very large TAM. And obviously, Quebec, we kind of have that full settlement business where we're involved in settling a very large majority of all mortgages in that market. English Canada is very fragmented and decentralized at how payments and the settlement of mortgages happens. Some of the property transactions, I should you say. So look, it is an incremental process. You had one, the next bank, the next bank. So today, we have BMO and National nationwide and so it's our goal to keep adding more banks and eventually trying to replicate what we've done in the province of Quebec. Just to set expectations, it does take a long time. It took decades to do this in Quebec. In Australia, took government intervention, took [indiscernible] to do it. So it's – we're doing it slowly and organically. When you get there, it really creates a lot of value for your customers when you can seamlessly settle a mortgage or a property transaction with a click of a button.
Kevin Krishnaratne: Got it. Okay. That's it for me. I'll pass the line. Thank you.
Operator: Thank you. [Operator Instructions] Your next question comes from the line of Gavin Fairweather from Cormark. Please go ahead.
Gavin Fairweather: Hey, good afternoon. First one for me, maybe you can just touch on the U.K. business. I know one of your growth levers was to bundle search in with the practice management business. Can you provide us an update on how that initiative is progressing?
Matthew Proud: So that's initiative that's underway. It is backed into ARR. We don't disclose the exact numbers that we've gotten from that. But of the customers that it applies to, we have been very successful in taking customers on our practice management, being able to put them on minimum spend contracts for the real estate and property searches they require to drive additional upside. So we'll see those results. A lot of that activity happened in the late half of fiscal 2024. So we should see a lot of that benefit in the coming fiscal year.
Gavin Fairweather: Okay. That's helpful. And then on the Canadian business, maybe just on the refinance side. I mean you touched about green shoots on the transactional revenue line. Curious if you're starting to see you with rates falling down a bit more of a robust or normalizing refinance line coming out of that Canadian business?
Matthew Proud: Yes, not a ton. I mean, the Canadian business, the revenue we generate related to Canadian real estate transactions remains kind of sluggish. What we're seeing is a lot of the rest of our business, whether it's subscription revenue, our fintech business and/or kind of transactions that are exposed to corporate commercial type transactions are really picking up really significantly, what we're seeing by revenue exposed to real estate being a bit more sluggish. But look, as interest rates come down, we remain optimistic. At some point, that comes back, and it's a huge cash too for the business, so we're excited when that [day] comes.
Gavin Fairweather: Okay. Thanks. I'll stay tuned. And then just maybe for Frank, just following up on the cash flow discussion. It looks like from my quick scan that the investment in intangibles was a little bit higher this quarter. Can you provide any expectations around that line going into 2025?
Frank Di Liso: Yes. I think you're referring to the capitalized intangibles that we had. We are obviously drawing that down as – over time, getting more efficient, actually prioritizing projects accordingly. So we do expect that line item to be lower in the future. But I think roughly in that $20 million, $25 million annually would be a target range.
Gavin Fairweather: Okay. That's it for me. Thank you.
Operator: Thank you. There are no further questions at this time. I will now hand the call back to Mr. Huss Hirji for any closing remarks.
Huss Hirji: Great. Thanks for all of you guys that attended, and we look forward to connecting with you for our Q1 results at the date which we communicate in the near future. Until then, have a great day. Thank you.
Operator: This concludes today's call. Thank you for participating. You may all disconnect.
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