Divisional overview: Robust, sustainable growth
Canadian governments play a pivotal role in gathering, maintaining and providing verified information concerning individuals, businesses and property. The encompassing data covers crucial aspects such as land ownership, business registration, personal property, and birth and death records, often meticulously stored in registries, comprising distinct files that contain the relevant data. These files are stored in paper, electronic or hybrid formats, accessible to the public to search. These comprehensive registries serve vital purposes, such as documenting changes in land ownership and recording liens on personal property, and by doing so they actively foster economic growth and secure ownership titles, minimising ownership disputes.
As governments struggle to provide more extensive and comprehensive services to citizens and businesses on limited budgets, registry services are increasingly outsourced to third parties that can meet the customer demands.
ISC manages and administers the following four integrated end-to-end registries on behalf of the Province of Saskatchewan:
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Land Titles Registry: exists to protect property rights and to facilitate land transactions. Land registration systems issue titles to land and transactions affecting titles, including changes of ownership and registration of interests against land. Plays a pivotal role in enabling the public to search for ownership/interest information in relation to identifiable plots of land.
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Land Surveys Directory: together with Land Titles Registry, forms the foundation for property rights systems in Canada. Concerned with connecting land plots, claims to land plots and owners of those rights. Land survey systems model the boundaries of the plots, which are physically marked by survey monuments.
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Personal Property Registry (PPR): PPR registers encumbrances on specific personal property, defined as all moveable property excluding land, buildings and fixtures. Main examples include vehicles, RVs, household and personal items, and industrial/farming equipment. PPRs enable lenders or other parties to search for and record interests or liens in personal property. The public’s interaction with PPRs typically occurs when purchasing used personal property such as cars or boats.
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Corporate Registry: Records the incorporation of business entities, non-profit organisations as well as the registration of co-operatives. These registries track registered businesses and assist them in maintaining compliance with applicable corporate laws. All corporations in Canada with an ‘active’ legal status must file annual returns with the relevant province or federal government, detailing their directors’ and officers’ names. Maintenance of the registry enables governments to track various structures of active businesses for federal tax purposes.
In addition, ISC has an exclusive agreement with the Province of Ontario (OPTA agreement) by which Ontario Property Tax Assessment Services provide property tax assessment services to over 440 municipalities in Ontario, facilitating the management of property tax rates and distribution.
Registry Operations: MSA extension underpins high earnings visibility
The Registry Operations segment involves the provision of registry and information services and software solutions to governments and private sector organisations. It collaborates with its clients to uphold their policies and preserve data integrity, while managing the information technology and authentication procedures. Currently, through this segment, ISC provides registry and information services on behalf of the Province of Saskatchewan under a recently extended 20-year MSA, up to 2053. Fee adjustments from the extension are expected to add to revenue and EBITDA. This material extension prolongs a longstanding and successful PPP, reaffirming ISC’s position as one of Canada’s leading registry operators and provides ISC with strong, stable, long-term cash flows.
Exhibit 7: Registry Operations revenue by subdivision
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Exhibit 8: Registry Operations transaction volumes
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Exhibit 7: Registry Operations revenue by subdivision
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Exhibit 8: Registry Operations transaction volumes
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This segment can be split into five subdivisions: Land Registry (mainstay of the division, 65% of FY22 revenue), PPR (12%), Corporate Registry (12%), Ontario Property Tax Assessment Services (through the Reamined acquisition, 10%) and other registry operations (1%). Land Registry incorporates revenues derived from fees earned from Saskatchewan Land Title Registry, Land Surveys Directory and Geomatics service transactions. Most of the revenue generated from the Land Registry is from the Land Titles Registry transactions, which operates through a value-based (ad valorem) fee system, often dependent on the value of Saskatchewan property being transferred, the number of new builds and property buying activity; provincial GDP growth rates play a pivotal role in driving this. A high value property registration typically generates revenue of at least C$10,000, usually derived from both commercial and larger agricultural transactions, with title searches forming the largest component of transaction volume.
Saskatchewan PPR revenue is derived from flat fee transactions, primarily from search volumes. Corporate Registry transactions also hold a flat fee structure, albeit unlike other registries, for this registry ISC earns the majority of its fees in relation to maintenance services provided to entities that file annual returns or wish to make changes to their business profile structure.
Overall, the Saskatchewan registries are a valuable asset with predictable and recurring revenues supported by stable demand correlated with population/GDP growth, and CPI-linked price escalators.
Exhibit 9: Registry Operations revenue, EBTIDA and margins, 2019–2025e
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Source: ISC, Edison Investment Research
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Acquisitions: OPTA set to be earnings accretive
In June 2022, ISC expanded its Registry Operations division for the first time through the acquisition of Reamined Systems, a recognised leader in providing property tax management infrastructure and services in the province of Ontario; this has driven the inception of a new subdivision in the segment, Ontario Property Tax Assessment Services (OPTA). Reamined is complementary to the Saskatchewan registries business and has provided its services to Ontario for over 25 years, routinely engaging in negotiations to renew up to five-year agreements with the province. These services support critical applications of information used by over 440 municipalities to facilitate the determination of property taxes annually. The acquisition is expected to be both earnings and free cash flow accretive and was responsible for the totality of year-on-year revenue growth in the division seen in 2022; it contributed to C$8.9m of additional revenue in 2022 (pro forma FY22 revenue of C$15.3m). We anticipate that it will support ISC as a strong free cash flow contributor in the long term.
MSA extension: Cements long-term future cash flows
ISC has successfully extended the MSA term with the Province of Saskatchewan for an additional 20 years, securing the company exclusive right to operate the Saskatchewan registries up to 2053, a clear endorsement from the Canadian registries industry. Furthermore, ISC has been granted the right to introduce and/or enhance fees, effective as of July 2023; this includes, but is not limited to, an increased fee for Land Registry Title and Abstract Detail from C$12 to C$15, in addition to a rise from 0.3% to 0.4% in the fee for change of ownership of the value of the title or abstract as a percentage of its value. The breakdown of fee adjustments is available on the company website.
The fee enhancements are expected to result in incremental annual revenue and adjusted EBITDA of c C$17m and C$16m, respectively (expected addition of C$7m and C$6m to revenue and adjusted EBITDA in H223). This solidifies ISC’s position as one of Canada’s leading registry operators and the significant incremental cash flows generated from the extension should expedite the company’s long-term growth strategy. The consideration to be paid by ISC to the province consists of:
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C$150m upfront cash payment (due July 2023),
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five subsequent C$30m cash payments per year, totalling C$150m (commencing July 2024), and
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potential contingent payments if cumulative annual volume growth for certain land registry transactions lies within a pre-determined range (note: ISC retains unlimited upside on any incremental volume growth in excess of 3%):
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25% of any revenue associated with long-term volume growth between 0–1%, and
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50% of any revenue associated with long-term volume growth between 1–3%.
Exhibit 10: MSA extension highlights
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We expect this extension to be immediately accretive to free cash flow and earnings, attributable to the fee enhancements, with management anticipating a 10% addition to the unlevered internal rate of return, creating significant value for ISC’s shareholders. The substantial opportunities unleashed by this extension have unsurprisingly caused a turn in investor sentiment, with a share price increase of c 22% (from C$21.8 to C$26.5) in the three weeks following the announcement. To finance the gross payment of C$300m up to FY28, ISC has successfully increased its rolling credit facility (RCF) terms to an aggregate available amount of C$250m, comprised of the existing C$150m RCF and an additional C$150m facility, with the flexibility to upsize through a C$100m accordion option. The debt covenant has been successfully increased from a net debt/EBITDA of less than 4x, providing the company with further balance sheet flexibility for potential deals.
Services: The driving force behind organic growth
The sustainable cash flows from the Registry Operations Division, underpin the aggressive organic growth associated with the Services division. This division has seen revenue growth of c 600% from 2016 to 2022 to C$92.3m, following its inception in 2015 through the acquisition of ESC Corporate Services. FY22 marked a major milestone for the division, with revenues surpassing that of Registry Operations for the first time. We expect this growth to continue in the foreseeable future, as the company capitalises on the growing trend towards business process outsourcing.
We expect the Services division to deliver new customer and transaction growth in the long run as the company continues to implement technology that provides additional value-added product offerings. The launch of Recovery Complete in the latter half of 2022 should maximise revenue potential from the company’s existing customer base. This integrated technology platform offers easy access to ISC’s entire range of products and solutions for all search and registration customers, complementing the company’s enhanced Registry Complete platform, which has been successful in streamlining and enhancing product offerings. ISC has also expanded its offerings in the Services segment with the addition of accounts receivable management (through the UPLevel acquisition), which complements asset recovery within the Recovery Solutions suite of services, supporting customers the entire way through the lending life cycle.
ISC’s Services segment offerings can be categorised into three subdivisions, namely Corporate Solutions, Regulatory Solutions and Recovery Solutions, summarised in Exhibit 11.
Exhibit 11: Offerings provided by the Services division
Division |
Offering |
Products |
Corporate Solutions |
Incorporation Services |
Nationwide Business Name Registration and Renewals |
Security Filings and Registrations |
Corporate Supplies |
Minute Books |
Seals and Stamps |
Corporate Legal Packages |
Regulatory Solutions |
Know-Your-Customer (“KYC”) and Due Diligence |
Individual Identification |
Legal Entity Validation |
Beneficial Ownership Validation |
Account Onboarding Services |
US and International Corporate Entity Validation |
Corporate Profile or Business Name Searches |
NUANS (1) Searches |
Real Estate Searches |
Vital Statistics Searches |
Collateral Management |
PPSA(2)/RDPRM(3) Search and Registrations |
Bank Act Filing |
Notice of Security Interest (Fixture) Registrations |
Land Searches |
US UCC (4) Search and Filings |
Recovery Solutions |
Asset Recovery |
Fully managed service across Canada |
Identification, retrieval and disposition of movable assets |
Accounts Receivable Management |
Early-stage and late-stage collection activities |
Source: ISC. Note: (1) A search that compares proposed corporate, business or trademark names with existing names used by other businesses and corporations; (2) Personal Property Security Act; (3) Register of Personal and Real Movable Rights; and (4) Uniform Commercial Code.
Revenue in the segment is earned through transaction fees for search and registration services with additional revenue earned in Recovery Solutions through management fees and commission from the sale of the assets. Corporate suppliers are charged a per-unit fee in the same manner as a retail transaction product.
The Services division, provided through wholly owned subsidiary ESC, has demonstrated substantial and consistent topline and EBITDA growth, albeit at lower margins compared to Registry Operations. FY22 marked a major milestone for the Services division, with revenues exceeding Registry Operations for the first time since inception of the division (following the ESC acquisition in October 2015). This is partially attributable to new customer acquisition and heavy investment in technology platforms, supplemented by the acquisition of UPLevel in February 2022.
Exhibit 12: Services revenue, EBTIDA and margins, 2019–2025e
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Source: ISC, Edison Investment Research
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FY22 revenue growth for the Services division was 22.8% y-o-y reaching a record C$92.3m (15.1% like-for-like, 7.7% organic). We expect this incremental growth to continue as the company expands on new opportunities with its customers and continues its investment in the Registry Complete and Recovery Complete technology platforms, improving its revenue potential for the existing customer base. Continued transaction and customer growth should further bolster this division’s expansion.
Acquisition of UPLevel: Providing an additional revenue stream
In 2022, ISC acquired UPLevel, a company that provides contact and accounts receivable management, debt collection and Personal Property Security Act (PPSA) search and registration services, with operations in Ontario and Quebec. This presents an additional revenue stream and augments ISC’s credit life-cycle product range; the accounts receivable management service offering supplements the company’s asset recovery services, providing customers with a full end-to-end recovery solution. It contributed to 7.7% divisional growth in FY22 (incremental revenue of C$5.8m, C$7.3m pro forma for the year). Not only does it provide a new source of revenue but it also enhances the offerings to current and future clients.
Technology Solutions: Near-term recovery expected
Since inception in 2018, Technology Solutions has represented a smaller, embryonic-stage supporting division. Revenue for the division is generated through:
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the sale of software licences related to the technology platform,
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the provision of technology solution definition and implementation services, and
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the provision of monthly hosting, support and maintenance services.
Through ISC’s wholly owned subsidiary Enterprise Registry Solutions (ERS), acquired in 2017 and headquartered in Dublin, the company offers RegSys, a complete registry solution that provides a readily transferable technology platform enabling public sector organisations to deliver enhanced services to businesses and citizens. The system has been used to manage other legal registers such as charities and pension schemes.
Exhibit 13: Technology Solutions historical divisional revenue and EBITDA
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The division took a double hit, initially from the pandemic, with the local government responding to the health crisis, then the current macroeconomic headwinds, which have caused the deferral of numerous projects; revenue from both third parties and internal related parties has consistently declined year-on-year for the past three fiscal years and for the first time Technology Solutions reported a negative EBITDA figure in FY22 (a loss of C$1.38m).
However, activity in this division is burgeoning with the unplugging of procurement activities and thus management is optimistic on the improvement of the division’s business development outlook; Q123 saw the pipeline opening up with two new contract wins, including a project deploying the RegSys platform to the Department of Registrar of Companies and Intellectual Property in Cyprus. Both contracts align to historical Technology Solutions design and implementation projects, ranging in value from C$5–15m, with revenue recognised through achievement of milestones or by the percentage of completion consistent with the revenue recognition method adopted for projects.
We expect the division to gain more momentum and return to growth as solution implementation projects that were deferred from 2022 are delivered and completed, in addition to a recovery in procurement activities from jurisdictions. However, we expect growth to be at a lower single-digit level compared to the two larger divisions.