Dye & Durham Limited

Good morning. Welcome to the Dye and Durham second quarter fiscal 2026 results conference call. All lines have a place to unmute to prevent background noise. After the speaker's remarks, there will be a question and answer session. With me on the call today are George Seven, Dye and Durham's chief executive officer, and Sandra Bell, interim chief financial officer of Dye and Durham. Q2 fiscal 2026 earnings release Financial statements and MD&A are available on CDER+. Please note that statements made during this call may include forward-looking statements and information and future-orientated financial information regarding Dye and Durham and its business and disclosure regarding possible future events. Conditions or results are based on information currently available to management and indicate management's current expectations of future growth results of operations, business performance, and business prospects and opportunities. Such statements are made as of the date hereof, and Diane 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 and uncertainties could cause results to differ materially from the results discussed today. Given these risks and uncertainties, one should not place reliance on these statements and information. Please refer to the forward-looking statements section of our public filing, including, without limitation, our recently filed MD&A and earnings press release for additional information for Authorized details regarding Diane Durham's cost savings expectations, including relating to annualized EBITDA savings, please refer to the disclaimer in Diane Durham's Q2 fiscal 2026 results. Presentation and Diane Durham's press release dated November 12, 2025 and November 26, 2025. In addition, certain financial results discussed on this call are non-IFRS financial measures, namely adjusted EBITDA, This measure is not recognized. Measure under IFRS does not have a standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. Please refer to the non-IFRS measures section of our public filings, including, without limitation, our recently filed MD&A and earnings press release. For additional information on the company's use of non-IFRS measures, including the company's definition of adjusted EBITDA, and the applicable reconciliation of adjusted EBITDA to its most direct comparable IFRS measures. I'll now turn the call over to George Stevens.

Good morning, and thank you for joining us to review our second quarter Festival 2026 results. When I took on this role in June 2025, it was clear the business had strong assets, but there was meaningful work to be done. Since then, we have focused on three priorities, building the right leadership team, completing a rigorous diagnostic, and defining a disciplined path forward. Let me start with the fundamentals. Dying Durham has a strong core legal software franchise, serving small and mid-sized law firms across essential, high-frequency workflows. We also operate a high-margin financial services business that continues to grow organically. Our products are embedded in daily operations across practice areas, durable relationships, unique data assets, opportunities for AI-enabled efficiency, and meaningful switching costs. Those foundations are solved. What we have lacked is integration, consistency, and operational scalability. Over the past several years, the company expanded rapidly through acquisitions, materially increasing, customer and geographic reach. That expansion created a broad portfolio and global platform potential. It also increased operational complexity and fragmented systems. At the same time, pricing actions, cost reductions, and leadership volatility introduced disruption for customers, employees, and shareholders. The pricing actions the company took in our core product offerings, combined with minimum volume commitments and limited investment in our products, resulted in a disconnect between perceived value and cost for our customers. While improving margins in the near term, these actions also allowed competition to enter the market. Those lossy margins have proven to be unsustainable in the long term. Our responsibility now is to restore balance and discipline. Since joining, we have completed a comprehensive diagnostic. Several priorities became clear. Historically, growth leaned heavily on acquisitions, limiting visibility into underlying organic performance. Portfolio breadth and product fragmentation diluted customer focus and slowed innovation. Reduced customer retention in certain segments reflects a misalignment in our product's price to value. And while prior cost actions supported margins, further structural efficiencies and stronger data infrastructure are required to create operational leverage to allow us to improve margins even in a competitive market. Margin improvement will come from rationalizing products and investing and operational improvements to drive global scale and operating leverage. While our acquisitions added customers and product offerings and opened new markets, which was positive, we now have the hard work to do to rationalize and integrate those platforms to drive growth. We did not get here overnight, and the path forward will also not happen overnight. Our plan will involve reinvestment of margin and cost savings, none of which is without risks that we will need to manage, including the potential loss of certain customers as we transition from legacy products to our new global product offerings. These findings reinforce our conviction in the underlying assets. They also clarify where focus is required. We believe the solution to turning around the business, leveraging the strong underlying assets, and establishing sustainable growth is to execute a multi-year transformation to simplify, modernize, and integrate our legal software portfolio into a unified global operating platform for small and mid-sized legal practices. We want to reduce our skew count significantly and converge our fragmented product portfolio into global product lines. We believe doing so will drive growth in volumes, improvement in margins, and improve shareholder value as a result. The objective is straightforward, an integrated practice management platform, embedded legal workflow applications, API-enabled data and due diligence, and a unified customer experience. For customers, this creates a single source of truth across farm operations, standardized workflows, improved leverage of staff, and real-time insight into performance and risk. For DynDurham, it drives higher retention and average revenue per customer as workflows become embedded. lowers customer acquisition costs through in-platform expansion, diversifies revenue away from cyclical housing through expanded software as a service penetration, and improves capital efficiency through shared infrastructure. Integration and simplification are the growth strategy. It allows us to accelerate innovation, strengthen customer alignment, and create operating leverage that compounds over time. We are already seeing early proof points. The launch of Unity in British Columbia on February 9th demonstrates how modernization and integration improve automation, adoption, and engagement while strengthening retention. It reflects the direction of travel for the broader portfolio. In parallel, we are strengthening the operating foundation of the business. the savings from which we will use to reinvest in our global platform initiative. We have identified 15 to 20 million in annualized EBITDA savings from structural efficiency initiatives with approximately 60% targeted to be actioned by the end of this fiscal year. Approximately 40% will come from consolidating global delivery and service teams, leveraging our international capabilities more effectively and rationalizing our footprint over time. Another 60% will come from automation and process standardization, including reducing manual workflows, eliminating duplicative systems, and improving operational consistency. It has been an active start to fiscal year 2026. We have navigated accounting reviews, addressed regulatory matters, completed the divestiture of the non-core CREDIS business, and used proceeds from the CREDIS sale to reduce debt. At the same time, we have built a new executive leadership team, completed a portfolio review, initiated product rationalization, approved the global platform roadmap, launched cost initiatives, introduced a refreshed sales process, and successfully launched Unity in British Columbia. There is more stabilization work required. Pricing decisions, cost actions, and organizational disruption over the past several years affected trust and operating rhythm. Our focus now is consistency, strengthening governance, and rebuilding credibility through execution. After our AGM next month, we will be aligning with the new board on our detailed strategy. With the board behind a disciplined plan of action to achieve these objectives, we can focus on executing what is needed to deliver on our strategies to drive shareholder value. From that foundation, integration and modernization will drive growth. I would like to sincerely thank our customers, employees, and shareholders as we work through this period of transition. Your patience, professionalism, and partnership are deeply appreciated. We are committed to earning that trust every day through consistent execution and improved performance. I will now turn the call over to Sandra to review the second quarter financial results.

Thank you, George, and good morning, everyone. Thank you for joining us. For the first half of fiscal 2026, Revenue was $215.3 million, representing a decline of $16.8 million, or 7% year-over-year. The decrease was primarily driven by continued market softness and customer turnover affecting legal software platforms, partially offset by growth in banking technology and contributions from Affinity in Australia. Adjusted EBITDA for the six months ended December 31, 2025, was $100.8 million, down 24% year-over-year. The decline reflects revenue pressure in legal software, targeted reinvestment in labor and IT infrastructure, and a lower capitalization rate as certain expenditures were temporarily shifted from capitalized software development to maintenance expense. These reinvestments are deliberate and focus on stabilizing the business, strengthening customer retention, and improving platform resiliency. Looking at the mix of revenue in the first half of fiscal 2026, legal software contributed $161.5 million while banking technology contributed 53.8 million. Banking technology continues to provide stable, recurring, infrastructure-like cash flows, which help offset softer transactional volumes in parts of legal software. From an operating segment perspective, performance varies by segment. In Canada, Revenue declined 10% in the six months ended December 31st, 2025, year over year, driven by the broader market downturn and reduced customer volumes and pricing in practice management and data insights. Segnus adjusted EBITDA declined 25%, reflecting the revenue impact, a lower capitalization rate, and investment in sales, customer service, and IT infrastructure to stabilize the core legal software operation. In the UK and Ireland, revenue declined 6% in the six months ended December 31st due to softness in search platforms. Segment adjusted EBITDA declined 26% year over year. Australia delivered revenue growth of 2% in the six months ended December 31, 2025, year-over-year, primarily driven by the affinity acquisition, partially offset by declines in search and mortgage services. Segment-adjusted EBITDA declined 14%, largely due to higher labor costs. Importantly, operating cash flow remained strong. Net cash provided by operating activities was $73.8 million, the six months ended December 31st, 2025, compared to $62.3 million in the prior year period. The improvement reflects lower cash taxes, lower net interest paid, and favorable working capital movements. We ended the period with $37.8 million of cash on hand, excluding cash held for sale, and the $185 million in investments held in escrow, to settle the outstanding convertible debentures. Capital expenditures for the six months ended December 31st, 2025, were $9 million, reflecting disciplined investment in platform development and maintenance. Subsequent to quarter end, we completed the sale of CREDITS for approximately $146.3 million in gross proceeds. We have already applied a portion of these proceeds to debt reduction. including a $30 million repayment on the revolving facility, reducing utilization below 35%, and a U.S. dollar $27.3 million repayment on the term loan fee. We're using the remaining proceeds in accordance with our debt agreement through an excess proceeds offer, which we launched on February 9th and which will expire on March 9th. These actions are aligned with our clear priority of deleveraging the balance sheet and strengthening financial flexibility. In summary, while legal software revenue remains pressured in certain markets, we are generating solid operating cash flow, reinvesting to stabilize the business, and taking decisive action to reduce leverage and simplify the business. Our focus remains on disciplined execution, operational efficiency, and restoring sustainable, profitable growth. With that, I'll turn the call back to George.

Thank you, Sandra. To conclude our remarks, before we open it up to questions, let me summarize where we are today. First, we are focused on stabilizing the core legal software business and strengthening customer retention and execution across our platforms. In parallel, we are advancing targeted costs and efficiency initiatives designed not merely to reduce expense, but to create sustainable operating leverage. These efforts give us the flexibility to deliberately reality, and where appropriate, increase investment in areas that directly drive organic growth, including sales capacity, product innovation, and customer experience, while maintaining discipline profitability. At the same time, we are strengthening our systems and internal controls and enhancing transparency into the drivers of organic performance. Together, these actions position us to operate with greater discipline, sharper execution, and a clear line of sight to sustainable growth. Dye in Durham has meaningful scale, deeply embedded workflows, and a recurring revenue foundation. The opportunity now is to better integrate our products, restore consistency, and allow the underlying economics of the business to perform as designed. We are moving from complexity to clarity, from scale without integration to scale with discipline. The path forward is clear, and we are executing against it. Thank you. I will now turn the call over to the operator for questions.

We will now begin the Q&A session. Joining us for this part of the call is Edward Smith, Chairman of the Board for Dye & Durham, and Nikesh Patel, Dye & Durham's Chief Product Officer. Should you have a question, please press star followed by the one on your touchtone phone. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press star followed by the two. If you are using a speakerphone, please lift the handset before pressing any keys. We request that our callers limit their questions to one main and one follow-up. One moment, please. Your first question comes from Stephen Michelson with the Equal Capital Market. Your line is now open.

Hi, thanks for taking my question. It's been a minute since we talked, so there's a lot of ground to cover here. I guess with the strategic review process, can you share anything incremental on the status, scope, or timeline of the process? And just maybe give a bit of color into how that dovetails with the portfolio review you recently completed. Sure. Thank you for your question. Nothing meaningfully incremental other than to say we're looking at strategies to deliver the business because we've accumulated a lot of debt. We're also looking at opportunistically opportunities that we have to sell the entire business and run it in the private markets. But we also are going to have to see what kind of bids we get on the company or on pieces of the company. And in the meantime, we need to be prepared to operate the company, and that's why we've laid out a plan to do so. Okay. And on the Canadian legal business. Can you provide some color on how much of the decline came from customer losses versus pricing actions versus the macro factors? We're just trying to get a sense of where this business is in terms of stabilizing. Sure. The market decline is playing a smaller role. Most of the decline is actually coming from a combination of price and volume. So, in certain cases, we're losing volume. In certain cases, we're giving up price to preserve volume. Okay. So, does that mean that there's less revenue coming from, like, unfulfilled minimum volume contracts? Yes, that's correct. Okay. And if I can ask one more, which parts of the business would you say has stabilized? And I guess, additionally, where do you think the most work is to be done in terms of stabilizing the rest? We're seeing more stability and opportunity in the search business in the UK. And we have more work to be done in the search business in Australia. Okay. All right, I'll pass the line there.

Your next question comes from Erin Kyle with CIBC. Your line is now open.

Hi, good morning. I just wanted to follow up on one of the last questions there, just on the Canadian legal business stabilizing here. Are you able to provide us with sort of an update here on where customer retention rates are sitting? And then is the 2022 renewal cycle now complete? or so where do you stand in terms of renewal of care?

Yeah, not at this time. There's no further information that we're going to provide, but we will be coming out with a strategic plan in the coming weeks after review with the board, and so we may be able to share more at that time.

Okay, and then maybe I will ask then on the competitive dynamics in the legal business as well as the fintech business and whether you've seen any changes in the competitive landscape, particularly from any new entrants or any existing competitors in your core markets.

In the Canadian conveyancing business, we continue to face competition from entrants with lower profits that are delivering more value. Our financial technology business remains strong and is actually benefiting from the wave of refinances coming post-COVID.

Okay. Thank you. And then I just wanted to quickly ask here on the OSC review if we could maybe go back to that. And just if you could expand, since it's been a while, discuss how that came about, and then the audit process, why that took as long as it did, and have you implemented any new internal controls here in the areas where misstatements occurred?

Sure. I'll take that a few pieces at a time, and then I'll also have Sandra chime in, particularly on the OSC piece. The audit had several pieces to it, including the OSC, as you mentioned. It also had some longstanding issues with external parties that we had to address. I, as the CEO, have a very high standard for financial reporting, and I needed to make sure, particularly for periods that I was not employed by the company that i had comfort in the results that we were putting out and so it took time to bring the results in those periods up to the level of standard of the current management team and also to satisfy the external parties including auditors and regulators in terms of their review and part of the issue of driving this complexity is that in the minimum volume contracts that your colleagues referenced we towards the end of implementing those contracts we actually had many many different variations of them to accommodate customers could not meet those commitments. We had to go through every type of variation of those contracts to make sure that we're comfortable in the way that we're accounting for that revenue. Sandra, would you like to comment on that?

Sure. As we mentioned publicly, there were two areas of the initial review. The first area was purchase accounting disclosures. And you'll see in the documents that we filed subsequently that we have expanded our disclosures around acquisitions, and that came out of that review. The second piece was around goodwill impermanence, and it was at the level at which we took our analysis of goodwill impermanence. We resolved that with them as we were going to operating segments, and that had us do our goodwill impairment at the lower levels of the operating segment, and the result of that was an impairment in South Africa of roughly $14 million.

Thank you. I have a helpful caller. I will pass the line.

As a reminder, we request that our callers limit their questions to one Main question and one follow-up. Your next question comes from Stephen Bolin with Raymond James. Your line is now open.

Thanks. I just want to clarify the contract renewals. Those are ongoing, right? This is not just one, like, you know, 2022. Like, 2023 contracts are getting renewed. I just want to make sure that's clear and that those terms that were given to other customers are favorable terms or be given to these contracts that are ongoing and being renewed. Is that correct?

To tackle your question in two parts, yes, the contracts. Contract renewals are ongoing. We're typically on a three-year cycle. Because of when we started implementing the minimum value contracts, many of those contracts came up for renewal during fiscal year 2025, but others are coming up for renewal in future periods. With regards to those terms that were given to other customers, we've actually implemented controls to simplify the way that we contract. One, to be fair to customers across the board and make sure everybody is getting the same bargain. And two, to make it easier for our internal controls to be able to account operationally for those contracts.

Okay. And that kind of leads me into my second question, and I'll be probably a little bit direct here. A lot of plans been, you've spoken about a lot of things, you know, innovation and product redesign. But at the same time, your free cash flow is definitely, I presume, thinning with these contracts renewing. Are you confident that you're going to be able to sustain this business going forward and actually get these initiatives in place?

Yes, we're very confident in this. Yes, I appreciate the direct question. We're very confident in being able to sustain the business, but we need to do what we need to do, which is simplify from 40 products down to one platform. We need to be able to deliver on the customer value proposition, and we need to be able to do so quickly, and we've already done that. had success in place with the launch of Unity DC. You'll hear in a couple months the launch of our roles in a state's platform, as well as accounting in Canada. And then we're going to scale those capabilities across the world. And most importantly, doing so with one platform is going to create operating leverage. So when you simplify from 40 platforms down to one, that's much cheaper to operate. We also have tailwinds coming from the fact that we've gone through a majority of our holdbacks and contingent payments, and we're past those. So we will, that will make it easier to preserve cash flow and reinvest to the business.

Okay, I appreciate the answer. No problem.

Your next question comes from Gavin Fairweather with ATV Capital Markets. Your line is now open.

Oh, hey, good morning, and thanks for taking my questions. Maybe just to start on the UK search business, interesting that you called out opportunities to grow there. Maybe you can expand on what you're seeing in the market and maybe also touch on the government review of kind of search processes in the UK and what you're seeing there.

Sure. So a few points on the UK business. We have gone through a consolidation effort onto a single platform from a high-touch franchisee model into a low-touch centralized service model. And as part of that transition, which finished in fiscal year 2025, we lost some customers. We've been building back by listening to our customers and delivering the level of service that they expect. And as a result of that, the customer attrition and churn has stabilized. We have a few opportunities there. The first is customers that we do have get an acquired share of wallet. So there are customers that have active contracts with us with the actual users within those customers are not using us and they're using a competitor. And so we're investing in customer success and training to redirect the usage to our product. As we also expand our global product reach, we're going to improve how that product works and the workflow. which will drive more usage. And finally, the biggest opportunity we have is actually scaling practice management and having practice management workflows drive search usage.

Appreciate that, Carl. Maybe just on financial services or banking technology, can you discuss the outlook for that segment from a pricing perspective or a share perspective and maybe just comment on the performance this quarter. It looked like it obviously still produced a nice organic growth about 4%, but it was down a little bit from what we've seen in previous quarters.

Yeah, the outlook of that business is positive. It's locked into long-term contracts. This is an infrastructure-like business, and we believe we're going to continue to benefit and volumes as well.

I think I'm going to squeeze one more in for Sandra. One-time costs are a bit higher this quarter. Can you give us a run rate for going forward?

Could you repeat the question? I apologize. He went out a little bit.

On the one-time costs, M&A and restructuring were a bit higher this quarter. Yes. Can you guide us going forward?

A lot of that, frankly, was related to three things, the OSC review, the restatement, and the waiver process with the banks. So I would expect those numbers to come down fairly significantly going forward.

Thanks so much. I'll pass the line.

Ladies and gentlemen, as a reminder, should you have a question, please press star 1. Your next question comes from Robert Young with Canaccord Genuity. Your line is now open.

Just an extension of the last question. The one-time costs, I mean, you said there are three buckets. Can you allocate it to those three buckets? And then I think the bulk of it is in Canada based on the disclosure, so I assume none of that is related to the credit transaction. Is that correct?

I'll answer your second question first. Correct. None of that's related to the credit transaction. The costs there were built into the NEP proceeds we received. As to the others, we haven't allocated publicly, but frankly, in my opinion, They're all related to the restatement, and the waiver is directly related to the delay in the financials. So you can pretty much take all of that and throw it in that bucket.

Okay, great. And then on the, you noted at the very end of the commentary that the volume of contingent payment and holdback you've reduced. I think in the disclosure, it looks like there's $38 million current and long-term. Has that changed subsequent to the quarter? And then I'll pass the line. Thanks.

Basically, we paid a number of those during the course of 25. That number is roughly what we have left, but it's spread over this year and next. Not all at once. Okay. Thank you.

Your next question comes from Steven Bolin with Raymond James. Your line is now open.

Thanks. Just one more. I guess the change in reporting segments, I guess why was that initiated now? And does that make it easier to sell pieces of the business? Like when you talk about the strategic review, is it like non-core products or non-core geographies that's being reviewed? I'm trying to get an idea why you did this segment change at this point.

Yes, Sandra, why don't we take the question about the reporting?

Yes. George and Matt manage the business differently. And what drives segments is really about how a P&L responsibility resides and the visibility George has in making his decisions. And so what drove this, frankly, was the change in CEO. It was helpful in the OSC review because the fact that we were going to segments and looking at it at a lower level really took one of the issues they had off the table.

And just regarding the non-core asset question, most of the assets as part of the global platform strategy will be corn, right? But we're going to look at opportunistically where we can simplify the business, whether that be product line or geographically, and be able to reinvest. We're going to make smart decisions, right? If it's going to result in deleveraging such that the loss of profit is more than cost, by the decrease in interest payments, and it's causing from a cash flow basis, then we're gonna pursue those opportunities. Otherwise, we're gonna hold on to them and run them like best in class businesses.

Okay, and just going along with that, is that part of this change? Is that part of the reason, like all the other non-GAAP measures were kind of removed, like, you know, average revenue, AR, you know, all the ones that were, I guess, previous? Is that related, and will some of those metrics come back or different metrics be added over time?

It's a different reason. So the main reason why we're no longer relying on that AR metric is because we fundamentally, as we dug into the business at this point, we fundamentally are running a volume and not a subscription system. business and the ARR, the minimum contracts, created complexity and created the impression that we had more subscription customers than we actually do. As we migrate to the global platform, subscriptions by adding more value to their bundle. And that will effectively reduce our exposure to the housing market globally. Right now, about 80% of our business has some form of exposure to housing volume. So the removal of some of these metrics is not tied to the operating segments or the rate statements. It's tied to I changed the strategy, and yes, over time, we will look to introduce new metrics to measure our progress in terms of rolling out our products locally.

Okay. Thanks for that update.

There are no further questions at this time. I will now turn the call over to George for closing remarks.

Thank you everyone for joining us and for the thoughtful questions and we look forward to speaking to you in Q3 in the spring.

Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.