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Dye & Durham Reports Third Quarter Fiscal 2024 Financial Results and Announces Substantial Issuer Bid
Revenue up 16% to ~$107 million year-over-year, taking into consideration the TM Group divestiture
Adjusted EBITDA of ~$60 million
$185 million Substantial Issuer Bid to repurchase all remaining 3.75% convertible senior unsecured debentures due March 1, 2026
TORONTO, May 14, 2024 /CNW/ - Dye & Durham Limited ("Dye & Durham" or the "Company") (TSX:DND), one of the world's largest providers of cloud-based legal practice management software, today announced its financial results for the three and nine months ended March 31, 2024.
"Our business continued its strong performance this quarter with a focus on predictable revenue streams, evident in the steady growth of our annual recurring revenue, now standing at 30% of revenue," said Dye & Durham CEO, Matthew Proud. "The roll-out of our Global Unity Platform in the UK is progressing smoothly, reinforcing our commitment to providing a comprehensive solution for our customers. We successfully closed on US$905 million of refinancing transactions, which enhanced our financial flexibility and strengthened the balance sheet, demonstrating our ongoing commitment to prudent financial management. As we reach the midpoint of our current period, we are seeing positive signals in market activity in what is historically our strongest quarter. The initiatives we've taken position Dye & Durham well to capitalize on emerging opportunities, while continuing to grow the business and create value for all shareholders."
Third Quarter Fiscal 2024 Highlights
Revenue was up 3% including the impact of TM Group ("TMG") compared to the equivalent period in the prior year.
$125.5 million of Annual Recurring Revenue1, or 30% of total revenue2, representing an 85% increase year over year.
Organic revenue growth rate of 4.1% year over year for the quarter ended March 31, 20244.
Net loss for the third quarter was $39.7 million, an increase of $4.6 million or 13% compared to the equivalent period in the prior year.
Adjusted EBITDA3 was $59.8 million, an increase of $3.7 million or 7%, from the equivalent period in the prior year, despite the loss of contributed Adjusted EBITDA3 from TMG in the prior year.
Net debt reduction of $102 million as at March 31, 2024, as compared to June 30, 2023.
The Company continues to work towards reducing its net debt to adjusted EBITDA to below four times.
Substantial Issuer Bid
On May 14, 2024, the Board of Directors also approved the commencement of a substantial issuer bid (the "Offer") under which the Company will offer to repurchase for cancellation up to $185 million in aggregate principal amount of its issued and outstanding 3.75% convertible senior unsecured debentures due March 1, 2026 ("Debentures"), being all of the currently outstanding Debentures.
The Offer would pay down up to $185 million of overall debt consistent with the Company's strategy to reduce total debt over time. Dye & Durham is making the Offer at a purchase price of $900 per $1,000 of Debenture face value representing a maximum aggregate purchase price of $166.5 million. The Company expects to announce the terms of the Offer and commence the Offer on May 17, 2024.
The Offer will not be conditional upon any minimum number of Debentures being tendered. The Offer will, however, be subject to other conditions and the Company will reserve the right, subject to applicable laws, to withdraw or amend the Offer, if, at any time prior to the payment of deposited Debentures, certain events occur.
If debentureholders representing at least 90% of the outstanding principal amount of the Debentures tender their Debentures to and accept the Offer, the Company may exercise its rights pursuant to Article 12 of the trust indenture governing the Debentures dated February 23, 2021 between the Company and Computershare Trust Company of Canada (the "Trust Indenture") to acquire Debentures held by the Dissenting Debentureholders (as such term is defined in the Trust Indenture) for the same consideration per Debenture payable or paid, as the case may be, under the Offer.
The formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the "Offer Documents") containing the terms and conditions of the Offer and instructions for tendering Debentures will be filed with the applicable securities regulators and mailed to registered debentureholders. The Offer Documents will be available under the Company's SEDAR+ profile at www.sedarplus.ca.
Neither the Company nor its board of directors makes any recommendation to debentureholders as to whether to tender or refrain from tendering any or all of their Debentures to the Offer. This press release is neither an offer to purchase nor a solicitation of an offer to sell any Debentures. The solicitation and the offer to purchase Debentures by the Company is being made only pursuant to the Offer Documents. Debentureholders of the Company are urged to read the Offer Documents carefully and to consult with their own financial, tax and legal advisors prior to making any decision with respect to the Offer.
Quarterly Dividend
On May 14, 2024, the Board of Directors declared a quarterly dividend of $0.01875 per share to shareholders of record on May 21, 2024, payable on or about May 28, 2024.
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