Ryan, LLC (AIF) Earnings Call Transcript

Thank you for standing by, and welcome to the Altus Group Business Update Conference Call. [Operator Instructions] I'd now like to turn the call over to Camilla Bartosiewicz. You may begin.

Thank you, Rob. Good morning, everyone. We appreciate you joining us today on relatively short notice. I'm joined by our CEO, Jim Hannon; and our CFO, Pawan Chhabra. Earlier today, we announced that Altus Group signed a definitive agreement to sell Property Tax to Ryan for a total cash consideration of $700 million and that we will enter into a $15 million commercial agreement with Ryan. The purpose of this call is to discuss the transaction in more detail and take questions from analysts. As a reminder, we are currently in a quiet period regarding comments on our financial results. We will report our second quarter results on August 8 and can address any financial questions during that earnings call. Before we get started, as detailed in the disclaimer slide, please be advised that some of our remarks in this call may contain forward-looking information. Also, please be reminded that Altus Group uses certain non-GAAP, non-IFRS measures as indicators of financial and operational performance. Forward-looking statements and an explanation of these measures are detailed in our reports on our website and on SEDAR+. I will now turn the call over to Jim.

Thanks, Camilla. Good morning, everyone. I appreciate the opportunity to provide some background on the deal and the decision process that went into it. The sale of the Property Tax business is a major step forward in our journey to become a pure-play CRE software data and analytics platform. It's a momentous transaction for the company, our shareholders, our clients and our employees. This transaction will accelerate our portfolio transformation and allow us to focus our resources on our core analytics business. This is particularly important at a time when demand for actionable data-driven intelligence is increasing as CRE market activity is poised to return to more normal levels. In addition to giving us firepower to invest organically and via acquisitions, this divestiture will also allow us to return a meaningful amount of capital to our shareholders while strengthening our balance sheet. Before diving into more detail on the subsequent slides, I also wanted to touch quickly on Altus' financial pro forma after this divestiture. For full year 2026, our financial profile will include high single-digit consolidated revenue growth with expanding margins and higher cash flow conversion. Underpinning that, our Analytics business will have double-digit revenue growth with adjusted EBITDA margin at approximately 35%. With simplified and scaled operations, deployment of our advanced platform and unwavering focus on improving processes, Altus Group will continue to improve performance through 2026 and beyond. This is truly an exciting moment in Altus' history and a meaningful value creation opportunity for our shareholders. I'll start talking about some of the terms here. As Camilla said, the total cash consideration is $700 million, representing a 10.1x multiple on 2023 adjusted EBITDA for the Property Tax segment and over 16x on 2023 free cash flow, which equates to 14x of the net proceeds. Concurrent with the closing of the transaction, we're also forging a multiyear strategic commercial relationship with Ryan. At closing, Ryan will enter into an agreement to purchase the Market Insights subscription, including our Ryan U.S. data as well as our Canadian latest video offering with an initial 3-year term at $5 million per year. Strategically, we're excited to add Ryan as a long-term partner, and we believe there are additional ways our organizations can work closely together in the coming years. Net proceeds for the deal are estimated to be approximately $600 million after accounting for taxes, restructuring charges and transaction fees. This does not include the $15 million of cash payments from the commercial relationship that we will collect over 3 years. I'll cover our intended uses of proceeds in detail in a few slides. Finally, regarding timing, we expect closing will be in the first half of 2025 after satisfying customary closing conditions, including regulatory approvals. That said, both companies will work hard to hopefully get to closing even soon. All right. Next, I want to give some background on the decision here. We routinely consider strategic and capital allocation alternatives to maximize shareholder value. The composition of our portfolio of businesses has been a critical input into this important and ongoing board-level discussion over the years. Following an extensive review of the strategic alternatives to Property Tax, including weighing the pros and cons of keeping it as part of Altus. The Board made the decision to undertake a sale process for Property Tax earlier this year. This transaction is the result of that process, an outcome that we believe will maximize value for Altus shareholders and 1 that will result in the right home for the Property Tax business, its clients and its employees. Let me drill a bit more into that decision. As many of you know, the Property Tax business is quite distinct from our analytics, appraisal and development advisory businesses. Each serves different buyers, employs different go-to-market strategies and has unique and sometimes competing R&D requirements, driving deeper synergies and more meaningful integration between analytics and Property Tax would require significant additional investments and a heavy operational lift. This comes with execution risk as well, including an evolving end market subject to jurisdictional complexities such as reassessment cycles. Taking into account the unique qualities of the Property Tax business versus our Analytics business unit, the investment requirements and expected growth rates for both businesses, we determined that this is the right time to turn the page to the next chapter for Altus Group. It's also the best path forward for our Property Tax business, positioning our clients and our team for success at Ryan, a company well respected for its expertise, client experience, and its focus on property tax services. Our Analytics clients will also benefit from a streamlined focus on our core analytics business, which will allow us to better serve these clients and deliver on our mission to help them improve asset and portfolio performance and mitigate investment risk. In summary, for shareholders, we strongly believe in the strategic merits of this transaction. We will have greater strategic and financial flexibility to invest in our core business, return capital to shareholders and achieve a financial profile in line with leading software data and analytics companies, while also eliminating the jurisdictional volatility and cyclicality inherent in the Property Tax business. Putting it all together, we can summarize the strategic rationale as follows. First, it will sharpen our focus, including management time and capital allocation on our higher growth analytics business. That will help accelerate the commercialization of advanced analytics offerings and reinforce Altus' position as a leading provider of CRE asset and fund intelligence at a time when market demand for these solutions is increasing. Second, it's a compelling opportunity to monetize future cash flow to Property Tax while derisking go-forward execution, providing us with financial and operational flexibility to return capital to shareholders, pay down debt and invest organically and via acquisitions and analytics. Plus, we will benefit from more streamlined operations and reduced corporate cost structure. Third, it will improve our financial profile with a higher mix of predictable, high-margin recurring revenue. Our pro forma financial profile will reflect the business with accelerating growth and expanding margin profile. I would also point out as we pay down debt to target levels will benefit from lower interest expense going forward. Okay. Let's now get into our capital allocations relative to the use of proceeds. We intend to use the proceeds from this transaction to pay down bank debt, targeting 2.5x pro forma funded debt-to-EBITDA ratio. We'll pursue targeted investments to accelerate the commercialization of advanced analytics offerings. We will continue to consider high-quality acquisitions for the Analytics segment as we continually evaluate curated and inbound acquisition possibilities. And we plan to return capital to shareholders by expanding our buyback program from approximately $72 million today that we -- the program we have in place to $250 million. We'll also evaluate other options to return excess capital and maintain our current quarterly dividend of $0.15 per quarter. Finally, we plan to restructure corporate overhead. Our business will be simplified and more streamlined after Property Tax has been divested. And as such, we will need a smaller footprint in our corporate overhead functions. To ensure there will be no stranded costs as a result of the transaction. We've outlined the detailed cost reduction program to eliminate the spend within the first year of the transaction close. Okay. Looking ahead. When I first took on the CEO role, we doubled down on our focus on our mission to help our clients drive portfolio alpha and minimize portfolio risk. We declared simplification, focus and execution as our management philosophy. We put our stake in the ground with our strategy to tap into our unique industry asset intelligence with advanced analytics which substantially expands our addressable market. And we began to operationalize strategies in R&D development to set up our operations for scale and to deliver a modern technology infrastructure through the Altus performance platform. That's been the north star for our capital allocation decisions and the actions we've taken to transform our operations in recent years. Looking ahead, the new office will be characterized by a focused portfolio of premier asset and fund intelligence solutions and services. With extensive data on CRE asset and fund level performance, we will offer a comprehensive suite of market-leading data and analytics solutions focused on performance and risk transparency. We will leverage our trusted partner relationship with the industry's leading firms to deepen customer value with our tech-enabled services and will benefit from an attractive financial profile supported by a high recurring revenue base and strong operating leverage. I really hope you share in our excitement about Altus' Group's bright future. And with that, I'm going to turn it over to Pawan to take us through our pro forma medium-term targets.

Thanks, Jim. Following the divestiture of Property Tax, we expect Altus Group's pro forma consolidated financial profile will substantially improve over the medium term. This improvement will be driven by faster revenue growth and an expanding margin profile aligning us with the leading software and analytics firms. New pro forma financial profile for the full year 2026 includes consolidated revenue growth in the high single digits and recurring revenue mix of approximately 75%, consolidated adjusted EBITDA margin between 24% and 26% and adjusted EBITDA and a free cash flow conversion between 65% and 70%. As Jim pointed out, this outlook is underpinned by double-digit revenue growth at Analytics with margins approximately 35% in 2026. With simplified and scaled operations, we will continue to optimize for peak performance. I would also point out with the signing of the definitive agreement, we will plan to classify our future Property Tax results as discontinued operations starting with our Q3 results this year. With that, I'll turn it back to Jim to wrap it up.

Great. Thanks, Pawan. This transaction is a major step forward for Altus Group. It's a significant milestone in our portfolio transformation and a win-win for both Altus shareholders as well as the Property Tax business. We believe the future for Altus is great, and we're well positioned to capitalize on attractive investment opportunities to maximize shareholder value. Before we open up the line for questions, I want to thank my many colleagues from the tax division for the role they've played and that they've all had in helping us achieve this milestone transaction. Property Tax business has been a valuable part of Altus Group since our inception, and we are very proud of the profitable growth the business achieved under Altus' ownership. This transaction is a major testament to their success and validated by a great company in the space with Ryan as the acquirer of this business. With that, let's open it up for questions.

[Operator Instructions] First question comes from the line of Daniel Chan from TD Cowen.

The Property Tax business is often viewed to have pretty rich data. How do you backfill that data? Or are there any agreements with Ryan to continue collecting some of that?

Dan, it's a great question. There's no requirements in the deal to do so, but let me segregate something. The majority of the Property Tax clients are not analytics clients. And we receive the analytics clients tax data via the ARGUS Enterprise models. So for that cohort, which we are primarily focused on, we're getting the tax data anyway. That said, in the broader agreement with Ryan, we've laid out several opportunities of how we can leverage the Altus performance platform and bring advanced analytics to them, which would require accessing their data. But that's a future state opportunity for both companies.

And then just given this strategic move here, how are you thinking about the Appraisal on Development advisory business?

Yes, it's a great question. The way we think about it is the Appraisal business is right in the heart of valuations. We spin off a lot of data from that business. Historically, it was always viewed as when we get to the digital transformation that, that will be important data sets. We needed a platform in which to ingest that data, and we have that now with the [indiscernible]. So that business is a closed adjacency and it overlaps significantly with major clients and services that those clients value. On the Dev Advisory. We think about Dev Advisory from the perspective of -- we've set the entire data strategy around the Altus ID, which is enabled by the Reonomy purchase and the Knowledge Graph technology that we picked up. So the first time an asset is really going to pick up and Altus ID is going to be in the early stage of development. So the Dev Advisory business allows us to go through the life cycle with clients of identifying projects, understanding the cost and the investments that are going into it, and then we get into the ongoing modeling of how profitable that asset is, how that asset is performing. And all of the data around how other assets that are similar performing around it.

That's helpful. And then one final one for me. Just given the different services portfolio now, any change to what you're looking to acquire?

No, Dan, its the same targets that we've had for a while. We've been -- as you've seen, we've been very judicious in what we will invest in. Reonomy was a key acquisition to enable the APP, [indiscernible] acquisition of Forbury was all about building better infrastructure and self-serve capabilities for the tax business and Forbury expanded our market. So our market share into markets where AE was not the prominent valuation tool. So we'll continue to focus on things that are very, very closed adjacencies. We're focused on expanding our international data sets, and we're looking at technologies and companies that can help us with the next part of the decision process, which is optimization. So first, it's about organize your data, then it's about understanding the asset performance. And then the next step is optimization. And so international data and optimization is where we're focused.

Your next question comes from the line of Gavin Fairweather from Cormark.

Congrats on the news. Maybe just a little bit more on the why now. I mean this has been a topic of conversation as a potential route for you guys for some time. And certainly, you're selling it at a time when the EBITDA is maybe a little bit cyclically depressed given the different cycles. So maybe you could just touch on why now a little bit deeper. I mean I guess I'm wondering if from the Board's perspective, maybe the enhanced focus and acceleration of the road map and analytics was maybe just more compelling versus waiting a couple of years when the EBITDA of the tax business would lift a little bit more and that would be helpful.

All right. Thanks, Gavin. That's a really good question. And the key I would focus on is the cycles in tax are short. And the potential strategic buyers of the business understand those cycles. So if you go, okay, if the Ontario cycle was back, which we don't know when it's coming back or the U.K. cycle was at peak, which they just went through an election. As you look at those 2 things, the potential buyers out there, they understand the duration of those cycles and that if you're at a peak in EBITDA that the cyclicality of this business is that a trough is probably coming. So they know that and you normalize. This business, I think, is absolutely appropriately valued from a DCF perspective. We love the Property Tax business. We think it's a great business. Our team is awesome. So you got to think about it in terms of kind of like rolling 3-year EBITDA and when you look at it on the rolling 3-year EBITDA, this value fell squarely in the center of our models of what we thought the business was worth. As you know, when Pawan and I stepped into these roles, we immediately started building out the DCF models in all parts of the business. And the Ryan offer was in the range of the value that we saw. It derisked the future for us and very importantly to us, we think it's a great cultural fit for our people. It's a good home for the great teams that we've built here.

That's very helpful. And then just maybe on capital allocation, the transaction will leave you in a net cash position even after kind of the buyback. So you're not paying off all of your debt with the proceeds. So curious if you're seeing pretty healthy M&A deal flow right now, maybe just refresh us on the environment out there?

Yes. So when we put it out there that we'd be paying down the target levels. We have a capital allocation model that we work from and that we take the board through every quarter. In targeting that 2 to 2.5x leverage ratio, we expect that there will be interesting high-quality acquisitions to be done at the time of close. But again, you can see over the last couple of years, we've been very selective. Forbury was a great add, perhaps would have been a fantastic add, a very high-quality acquisition. So that's the type of quality that we're targeting. So we've left the flexibility there by saying we'll get it to 2.5x, but we've also said, at the time of close, we will evaluate the landscape and determine if there's other better uses of cash or if there's excess cash to return.

Got it. Makes sense. And then just lastly for me on the buyback. Can you just refresh us on when that expanded buyback will head, is the application in? And then how will you be evaluating the price that you're willing to pay for stock given the magnitude of that buyback?

Yes. So there are a couple of vehicles on how we can go about doing a buyback, one and as you all are familiar with, there's NCIB as a normal course issuer bid, which we currently have in place right now. So this would potentially result in an expansion of the NCIB. We can also use a substantial issuer bid, which gives us the opportunity to potentially do more in a particular year. And again, look at the end of the day, we're going to look at share buybacks in a very similar manner as we look at it today, we have an intrinsic valuation of the business, and we're going to look at it from an opportunistic standpoint to be able to buy back shares when the price permits, it gives us the ability to bet on ourselves and to bet on our strong future. And it's an excellent and most efficient way to return value back to shareholders. With that said, we continue to remain open in regards to other ways to return value back to shareholders. But definitely the expansion of the buyback facility gives us significant opportunity to be able to return value back to shareholders.

Your next question comes from the line of Scott Fletcher from CIBC.

I wanted to ask a question on the analytics margin targets of getting to 35% by '26. Can you sort of give us an idea of how you expect that to ramp over the next few years and what the main levers are to get you to 35% from where you are now?

Absolutely, Scott. Thanks for the question. Pawan and I have been out for a couple of years now publicly stating as we think about capital allocation, we start with the P&L, and we work our way down. So when we get to the -- when we think about the margin targets, we've invested into the Altus performance platform. The benefits that we're seeing right now are in-house. We're making our own teams more efficient by producing decision results to them and taking manual effort out of the processes that they have to go through to deliver insights to the clients. So one, we're leveraging internal technology. Two, we will have scale as the analytics we're rolling out, apply to a broader market than just the core transactional market. So it expands the personas and the use cases for ARGUS Enterprise as AE extends and we wrap feature and functionality and analytics around it. So there's better scale with a larger addressable market. There's other processes internally. We will continue to focus on our global service center. And as we move more and more there, we focus on best-in-class processes from the various parts of the company, and we land the best-in-class process in the GSE. So just going through that GSE transition has already made us more profitable. There's also the wage arbitrage associated with the GSE, but the bigger benefit is getting to the best practices there. And then there's pricing opportunities as well. So those are the levers that drive it.

Okay. And then do you consider that sort of a straight-line approach to get to 35%? Or is there sort of a period where you expect a stronger lift?

Yes. Sorry. So I started off with our capital allocation. And when we think about capital allocation, we're making moves that allow us to drive that kind of 300 bps margin expansion per year. So if you take this up into 2026, it's right in line with what we've been saying over the last years.