Sylogist Ltd.

mode and the conference is being recorded. After the presentation, there will be an opportunity to ask questions. To join the question queue, you may press star then one on your telephone keypad. Should you need assistance during the conference call, you may reach an operator by pressing star then zero. I would like now to turn the conference over to Jennifer Smith with Loderach Advisors. Please go ahead.

Jennifer Smith Thank you, Alan, and good morning. Joining me to discuss Syllogist's third quarter 2025 results are Bill Wood, Syllogist's President and Chief Executive Officer, along with Sujit Kinney, the company's Chief Financial Officer. This call is being recorded live at 8.30 a.m. Eastern Time on November 6, 2025. I'd like to remind everyone that our Q3 2025 press release, MD&A, financial statements, and accompanying notes have been issued and are available for download on CDAR+. Please note that some of the statements made on the call today may be forward-looking. Actual events or results may differ materially from those expressed or implied, and Syllogist disclaims any intent or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. A complete safe harbor statement is available in both our MD&A and press release, as well as on syllogist.com. We encourage all of our investors to read it in its entirety. Additionally, we are reporting our financial results in accordance with IFRS accounting standards or IFRS. Today, we may also refer to and discuss non-IFRS performance measures, which should be viewed as supplemental. We have included in our MD&A the definitions of certain non-IFRS performance measures used by the company. Furthermore, all the dollar figures expressed on this call are in Canadian dollars unless otherwise stated. Now, I will be turning the call over to Bill for his opening remarks. Following that, Sujit will provide an overview of our Q3 financial performance with Bill returning to conclude with closing comments, after which we will open the line for Q&A. With that, I'll hand the call over to Bill.

Thank you, Jen. Good morning, everyone, and thank you for joining us. Syllogist transformation to a mission-critical, SAS Solutions provider continued in our third quarter. I'm pleased to report that SAS revenue pushed even higher to reach 73% of recurring revenue compared to 68% of recurring revenue during the same period last year. Additionally, our SAS ARR increased 15% year over year. Our partner led sales and delivery strategy gained ground in Q3 with 48% of ARR bookings being partner driven. I also want to mention that we are putting contractual changes into place with our partners that will allow us to significantly reduce the time between a booking and the associated SAS revenue recognition. We are also seeing longer contract terms with new customers. In 2024, new subscription agreements across all segments averaged 4.1 years in length. Year to date 2025, new agreements are averaging five years. This is a testament to our mission critical SaaS platforms, strong customer satisfaction, and increasing predictability of future revenue. To that end, we believe our sales success and expanding recurring revenue as a percentage of total revenue confirm the efficacy of our product development and partner enablement investments. With our Syllogist Gov municipal government platform now 100% partner delivered, we are expanding the partner model in our syllogist mission sector over the coming quarters. And we have already attracted new partners that have successful practices in the not-for-profit sector. The total contract value, or TCV, of our bookings in the quarter was $5.9 million, reflecting the inherent quarter-to-quarter lumpiness of the public sector and Q3 summer seasonality in particular. The amount of ARR derived from the $5.9 million in Q3 bookings TCB was approximately $1 million. As a heads up, we are planning to sunset the reporting of bookings total contract value and replace it with bookings contracted ARR, which better reflects our SaaS-centric strategy and is a metric that stakeholders have been asking for. In Q3, Syllogist advanced its longstanding partnership with Microsoft, transitioning from a managed reseller to become a managed software development company or managed SDC. This elevated designation, granted to roughly the top eight to 10% of Microsoft partners worldwide, recognizes Syllogist's growing success as a partner with 100% SaaS solutions that reside in Microsoft's highly secure and scalable Azure cloud environment. Looking ahead, our sales pipeline is expanding and becoming increasingly more balanced across our three strategic markets, which bodes well for growth and value creation going forward. With that, I'll turn it over to Sujit to walk you through the detailed financials for the quarter.

Thank you, Bill, and good morning to everybody. We believe our Q3 results reinforce our continuing transition to a SaaS-driven enterprise with a clear focus on growing ARR. From a financial highlights perspective, revenue for Q3 came in at $15.9 million for the current quarter. In terms of its component parts, SaaS subscription revenue grew 12% year-over-year, supported primarily by growth in SellerJustGov and in syllogist solutions. Maintenance and support revenue was down 10% over the prior year, largely due to the Doge-related cutbacks that we mentioned last quarter. Project services revenue was $4.2 million this quarter compared to 5.2 million in the same period last year. This decline is consistent with our intentional shift towards a partner-led implementation strategy. Whilst this transition reduces near-term revenue, it supports greater scalability and higher overall margins over time. As Bill mentioned earlier, SaaS recurring revenue now makes up 73% of our total recurring revenue, up from 68% at the same time last year. This continued mix shift underscores the growing strength and consistency of our SaaS business. At quarter end, Total ARR was $45.8 million, with SAS ARR increasing to 33.6 million, up 15% year-over-year. This increase comes from a combination of new bookings, continuing customer expansions, and annual pricing escalators. SAS NRR remains stable at 106%, reflecting both the stickiness of our customer relationships and the ongoing expansion within our client base. On the gross margin front, Q3 gross margin was 60%, consistent with the same period last year. While we have seen compression within our project services line, our recurring revenue margins have shown improvement primarily related to lower third-party costs. On the expenses front, G&A was relatively stable at 17% of revenue compared to 16% last year. On the sales and marketing front, expenses were slightly lower this quarter at $1.8 million compared to $2 million in the same period last year. As a percentage of revenue, that's about 11% down modestly from 12% last year. This slight decrease mainly reflects lower programmatic marketing spend this quarter following the elevated investments in sales and marketing that we made earlier in this year. On the R&D front, gross R&D spend, that is total R&D spend including capitalized development, was $2.6 million in the quarter, representing 16% of revenue compared to 14% in the same period last year. This year-over-year increase primarily reflects the impact of higher third-party costs. Net R&D expenses decreased by $0.8 million year-over-year, driven primarily by the lower levels of capitalized development in the quarter. We expect this lower capitalization rate to continue as we move through the rest of the year and into FY26. From an adjusted EBITDA perspective, our Q3 adjusted EBITDA was $3.1 million, representing a 19.3% adjusted EBITDA margin compared to 25% in the same period last year. This year-over-year change was driven primarily by the impact of lower project services revenue, lower levels of capitalized development, and offset by stronger recurring revenue in the current quarter. For the full year ended December 31st, 2025, we are anticipating a SAS ARR year-over-year growth percentage in the low teens range, a gross margin of approximately 60%, and an adjusted EBITDA margin percentage in the high teens. And finally, we ended Q3 with $14.1 million in cash and additionally added approximately $10 million of free cash flow this quarter, both of which are in line with our expectations for this time of the year. With that, I'll hand it back to you, Bill.

Thanks, Ajit. With our three leading mission-critical SaaS platforms gaining awareness and market share, an increasingly dynamic and productive partner ecosystem, strong customer advocacy, ongoing success in targeted competitor displacement, and strong execution, we believe we are well positioned to continue to deliver scalable, durable growth. When I'm asked by stakeholders, what's the most underestimated about Syllogist? I point out that it's the extent of the metamorphosis that we had to drive the company through. We have strategically and purposely transformed Syllogist from a legacy software consolidator with little to no organic growth and an increasingly precarious competitive posture to a fully SaaS, growing, customer-focused company. And that's required time, investment, and an incredible effort from our team. This transformation is not linear and without challenges, but much of the heavy lift is behind us, and every day, every week, every month, and every quarter still just is becoming a stronger and more dynamic SaaS company. We're excited about our future and the ability to create value for our customers, partners, and shareholders. With that, let's open it up for questions.

We will now begin the question and answer session. To join the question queue, you may press star then one on your telephone keypad. You will hear a tone acknowledging your request. If you're using a speakerphone, please pick up your handset before pressing any keys. To withdraw your question, please press star, then two. Please hold one moment while we assemble our list. Our first question today comes from Amer Izat from Ventum Capital. Please go ahead.

Good morning. Thanks for taking my questions. The first one, I guess, is on the Texas VSS contract. I'm not sure if you could give us a sense of how much revenues were recognized during the quarter for that contract and if you could confirm whether these revenues were all project services as implementation works. I was a bit surprised to see project services flat sequentially I would have expected some uplift from that contract, given that it's being implemented internally. So maybe you should walk us through the dynamics there.

Sujit, would you like to take that?

Yes. Good morning, Amar. We do not specifically get into the details around the Texas OAG contract. in that level of detail. That being said, we continue to recognize the SAS revenue for the contract, and that is roughly in the region of about, it's an annual value of about $800 million. So, effectively, we are recognizing approximately $200 million approximately 200K on that contract. In terms of the specifics of the project services portion, that is driven by a combination of the percentage of completion on that contract, and that is still ongoing. So we're not really getting into the specifics in terms of the contract, but the revenue recognized is a combination of the SAS portion plus the project services portion.

Yeah, Amber, I'll just add there. There was a misspeak. First of all, it's not an $800 million. I think you all know what that contract amount is. I just want to clean that up a little bit. And also, yeah, I think that the offset, we did see good velocity. I just want to let everyone know that the... Delivery schedule on that agreement was very tight, and we have met the expectations of the customer relative to where we are with the lighting up of the complex jail system across the state. We did have that project service delivery on schedule. There's nothing there that I would want you to pick up there. It's really offset by the continued handoff of project services at a faster rate and a greater rate where we expected co-delivery or maybe direct delivery as partners were lighting up. And that spoke to the efficacy of partners now being nearly 100% delivering in the gov sector. That was really the offset of those two components.

Understood, understood. And that makes a lot of sense to me. Thank you. Then maybe switching gears to the revenues and mission, like that stepped down in Q3 to a bigger extent than I would have expected. My understanding was a lot of the Doge-related stuff uh cuts that you guys spoke to like a couple of quarters ago um were reflected last quarter so i was sort of surprised to see that step down admission can you speak to the dynamics of what's happening there yeah i'll say generally uh we have as we continue to move through to our sas platform and all that it offers in syllogist mission as well as crm

I think you all are aware that there's seasonality of churn. Most of our cycles of renewals for budgets and so on do come up in that period. So we had some increased churn that occurred through that. We knew it was coming. We had been in conversation. Some of it was, I'll call it strategic churn, where we talked to customers. Trying to align was the upgrade, was the platform appropriate for them. And so that's really the contribution of that compounded in that Q3 timeframe.

Fantastic. And is that a new baseline, if you will, like going forward?

I think that's a fair thing to say. I think the churn of the ARR related to Doge, we now see the impact of that as people had paid off and they were paid through that July timeframe, but also the reality of just some of that downsell or churn that we have been participating in with that customer set. So yeah, I think a new baseline, that's a fair thing to say.

Fantastic. Maybe one last one for me on bookings. I know in your prepared remarks, you spoke to Q3. Well, bookings being lumpy in Q3 is often softer. But can you maybe give us a sense of how active the sales pipeline is? You said it was very active, but how is it today relative to, say, like two or three quarters ago? Are you guys bidding on a lot more opportunities or is it the same credence? or has activity slowed a bit?

No, I would say, if anything, the velocity of that is picking up, and that's being complemented by partners. As I mentioned, the partner driven deal percentage is as of ARR is on track for exactly what we were looking for. And we see that flywheel kicking into effect as their sales and marketing motions start to become more self-sufficient complemented by ours. So the overall velocity of our pipeline is very good. The market appetite is very good. The awareness of our platforms is growing. So I We feel very good about the strengthening of the pipe and the balance across the segments, I think, is also important to highlight, as I did in the prepared comments. It's increasing, which is a very good sign for us, particularly as we look at the mission sector in the quarters ahead and certainly through 26, as we see partners with really known practices and well-regarded practices anxious to represent the syllogist mission product set out in the not-for-profit space.

Fantastic. Thanks for the color. I'll pass the mic.

Thanks, Adam.

Our next question comes from Daniel Rosenberg of Paradigm. Please go ahead.

Hi. Good morning, Bill and Sujit. My first question was around the partnership program with Microsoft. I was just wondering any benefits that come with the new status or any changes in how you operate with you and Microsoft.

Good morning, Daniel. Yeah, thanks for that. It's an important step because it really deepens our visibility from and to them in terms of where they're going, what they're doing relative to their technology strategy, where we fit and can better predict where their platform is going to provide capabilities that we can leverage. I will say, for an example, they just had a a summit in Europe where we were invited to. We were one of 20 partners that was in an AI work group with them relative to the Business Central platform and where they're going. So it really just expands our visibility from a marketing, from a sales, from a technology, from a future planning standpoint. just increases our visibility into and within Microsoft considerably. It's a really nice step for us for the reasons that we are continuing to be seen as a premier partner with them in the public sector.

Thanks for that. Shifting gears just to the partner ecosystem, I know you mentioned a focus on the I was just curious, I should say mission. I was just curious, any learnings that you've had from standing up partner channels to date that you're kind of thinking about as you continue to grow that across the business line?

Yeah, it's a really important kind of look back to look forward lessons learned. Enablement, empowerment, and self-sufficiency is really the path that we have to be very deliberate on. I think our ability to use learnings and automate them through AI knowledge base so it's self-serve lessens the cycles time and time again. I think measuring twice or three times relative to the certification process, the training, making sure that instead of, listen, we got this, we do this, we really step through in a very clear way so that they understand what our motions look like, what our methodologies look like, not to say that they're perfect, but they have worked well and how can we better expose those. So I believe that we go into the expansion of our partner with a year and a half of experience of our partner community and we are We have those learnings and we're certainly applying them. And some of them are just the mechanics. And a lot of it is about the communication. Are we staying connected as a three-way partnership between the customer, between the partner and ourselves? That ongoing dialogue and what we put into place to ensure that's going well and smoothly and getting to the clarity that we all need. I feel very good about the learnings and how we've improved our processes around that.

Thanks for that. Last one for me. Nice to see the cash position bounce back. I was just wondering if you could help us understanding that there's some seasonality in the working capital. Just any puts or takes that we should think about going into Q4, Q1 on payables or receivables and then just priorities of cash. Now that seems to be growing at a decent clip.

Yeah, so Daniel, you want to take the front part? Yeah, I'll take the front part. And Daniel, good morning. And yeah, from a cash perspective, essentially, this is H2 is typically the high point from a cash perspective for our business, driven in large part by A lot of the customer renewals on the edge side of the business in Oklahoma coming up for renewal. So essentially what one does see from a working capital perspective, increase in cash, increase in accounts receivable, and I'll also point out for the benefit of everybody from a working capital perspective, also on the deferred revenue side. So you see that spike now. We do see a little bit of this benefit going into Q4. And then as we get into H1 of the year, then Cash starts dipping down and one sees the opposite effect. In terms of priorities from a cash allocation perspective, we potentially might look at paying down some portion of our debt as a high priority and obviously look at the other capital allocation options, obviously making sure that we fund our internal operations and so on. But pay down of debt is one aspect that we would be looking at.

And thank you for that, Sujit. I would say the one additional component, as I talked about previously, is the prudent consideration of the exercising of our NCIB for value creation for our shareholders. We certainly, that's at the board level, but that is a component that we are placing an increasingly high priority on.

Great. Thanks for taking my questions. I'll pass the line.

The next question comes from Susan Sukumar of Skifo. Please go ahead.

Hey, good morning, guys. This is SA speaking on behalf of Susan. First question, I just want to touch on the SAS growth outlook and just very briefly, you know, what your assumptions are for Brookings growth for the remainder of the year and how you look at AIR as you exit the year.

I can take the front part.

Yeah, sure.

Yeah. So from an ARR perspective, as we said at the top of the call in our prepared remarks, we are expecting to exit the year from an ARR perspective in essentially kind of the low or upper teens kind of range is how we're thinking about it. we do see from a bookings perspective, just essentially a continuation, if you will, of Q3 into Q4 from a bookings perspective. And like I said, from an overall ARR perspective, looking to exit in that low teens range.

Perfect. Thank you. And secondly, I just want to talk about or ask about the competitive landscape and, you know, whether or not you've seen any major changes in the competitive landscape in terms of the intensity and just across the three verticals, you know, nonprofit, education, and gov, what you're seeing in terms of competition.

We have seen little change. which bodes very well for our continuing momentum. We, I mentioned, and we use the term strategic competitor displacement. We're hyper-focused, as I've said, over the last several quarters on where we know there are opportunities and significant opportunities headed our way, or we're already eating through at the early stage of where we know on the On the mission side, we know there are a couple of competitors with very large customer bases that have a customer community that is not happy with where they are in terms of what they're being charged as well as what the products offer on the gov side we see that very large great plains community and the stake in the ground relative to microsoft that is pushing our partners who have very good sight lines to that particular community that is if if they want to stay in that microsoft kind of ecosystem those customers that is which we believe and our partners believe a large percentage of them do we are very well suited for that as well as some of the private equity consolidators really haven't done a lot to push their products forward, push their prices up, but not their products forward. And that bodes well for us to continue to push hard there. The VSS side of the equation, we never assumed that the incumbent is largely going to stay flat footed, but we do see good sight lines and continuing traction as customers are very pleased, thrilled with the delivery that we've provided, the partnership we're providing and what the platform offers. So that bodes well. And on the education side, again, we're hyper focused on North Carolina. The posture of some of those targets are necessarily I said in the last quarter, have been in a wait and see as the Department of Education kind of dust settled a little bit and the changes going on there, as well as our ability to have stronger customer upgrades and voices and advocacy on them to say the water's fine, come on in, in terms of displacing particular competitors in that state. We see the landscape still extraordinarily tilted in our favor as we think about where our platforms are, where our customer wellness and advocacy is, and ultimately the increasing motions of our partners we think are all very additive as we think about the future.

Awesome. And just lastly, just to piggyback off the capital allocation question, I'm wondering to see how you're thinking about or how you're looking about M&A and the potential for M&A and the priorities if so.

Yeah, I don't want to leave that off the table. I say we continue to have an appetite if it's strategic. I don't want to say opportunistic because I think that that in and of itself can lead to more of a needier perspective. We have a number of lines in the water behind the boat in terms of conversations that are ongoing. And we believe that there is opportunities. And I don't want to say it's increasing. I still think it's relatively pressured. But for the most part, we do believe additive customer density opportunities where we can take a legacy provider and then introduce our platform and or the idea of complimentary IP that plugs into our platform to provide low-cac and good wallet expansion opportunities for IP that we know our customers are already using.

That's perfect. Thank you so much, Jen. That's all for me today.

As a reminder, if you have a question, please press star, then one. Our next question comes from Gavin Fairweather from Cormac. Please go ahead.

Oh, hey, good morning, and congrats on the results. And I have been bouncing around between calls, so apologies if some of these questions have been asked. But maybe just to start on mission, you did see some churn in the first half of the year, and I think you thought that you had your hands around it exiting Q2. Just to confirm, was there anything else on that front this quarter, or is that largely settled down?

As I mentioned, good morning. We did see just because of the cycle of contracts that ultimately come up, we did see some churn that we saw that's not Doge related, but we did see largely the Doge uh component play out uh however that did pull through into q3 when those contracts really then terminated in terms of those those dose cuts so we saw that winding down but uh we did we did see as i mentioned a little bit increased churned um and we called it and i referred to it as strategic churn it's mostly fit where we're going out and looking at upgrades where we decide with the customer we're not the right fit for them going forward

And sorry, go ahead. Yeah, sorry, Bill and Gavin, if I could add a little bit of color on mission, supplementing what Bill said, Bill's absolutely right. We were seeing kind of the impact of Doge going through just from a numbers perspective. And you guys will see this in the in the MDNA. The decline in mission of around two point six million is almost entirely year over year. At that top level, the decline in the revenue is project services related. So essentially, it's less impactful from a SaaS subscriptions perspective. So it's primarily that $2.5 million is a combination in the main of project services impact and then an additional smaller impact. on account of maintenance support contracts, tying back to what Bill said around Doge. So I just wanted to give that context that it's not as impactful from a SaaS subscriptions perspective. It's essentially that impact has sort of played its way through.

I appreciate that. Good call-up. Thank you, Sujit. Yeah, thank you.

And then maybe just switching gears to Ed, you know, I think I saw on LinkedIn that you announced kind of end of life for SunPak in North Carolina. So how do you expect that to impact kind of the deal cadence in North Carolina? Do you see some upsell opportunities as people upgrade to SaaS? And what's the timeline around that?

Yeah, we have been working with our customer community there. I guess we are going from discussions over the last year to now more of a velvet hammer with the idea of why the sunset of the platforms all the way around is good for them, is good for us in terms of that nudge to say, let's move and let's upgrade. So I... I believe it will be the push, and we've talked about it internally. It will be the push as we look into 26. That should be the reason that the last cohort of that SunPAC on-prem community will be upgrading to our SolarGIS-Ed platform.

Got it. And then maybe just on deal velocity, here's to get your sense of what you're seeing on sales cycles, partner productivity, implementation cycles. Have you seen any change on that front?

It's increasing. I mentioned the partner efficacy now really being nearly 100%, getting closer to 100% self-sufficient on the Gov side, on the partners that we have kind of been working with over the last year plus. That's a very good signal. And ultimately, the the contractual changes that we're making as well with those partners to allow us to get a much tighter timeframe between what had become an elongated period between a booking to when ultimately we were able to light up SAS ARR more tied to delivery downstream, which was in the hands of the partner, not us. I can call that a little bit more. We're pulling that back to now be when we provision the software to the partners. So that's a very material change for us in terms of our ability to allow our partners to continue to go forth and multiply in terms of new logos and new bookings. But we were seeing over the last year, as we had shared in calls, that we were having a delay to when we were ultimately getting to the SaaS ARR light up of that. We put a contractual changes when we provision the change to them in place. We're putting that in place and we believe that will have an impact, but a very positive impact in terms of a tighter, tighter, tighter time frame. The motions are working. The handoff of our playbook is working. The fact that we're now going to more purposefully and confidently start engaging partners and their well-known partners in the mission space is a very exciting development for us as we think about the back half of 26 and beyond.

That segues well into my next question, which is just around mission and the partner channel. I'm curious, when you look at the profiled partners that you're adding, what kind of amplifier effect do you see from these partners in terms of how much of your mission bookings could be partner attached? And then maybe I'll sneak in one more. Just on the professional services side, now that the efficacy of the dev partners is picking up, should we be seeing the gross margins in PS picking up, or are you going to turn some of those resources over to enablement on mission partners?

Yeah, on the mission partners, we feel very good about the, we have some very large partners that are very interested and we've gone through their technical review, their product review in a very diligent process. They put us through to evaluate and we evaluating them. We feel that should start to really contribute as we look into 26. But we're also seeing other partners that serve that middle part of the market, middle upper part of the market, where particular strategic customers, competitors, excuse me, strategic competitors have customer density. They're anxious to start carrying our bag for us and working with us on the implementation. So we feel very good about what the partner uh strategy can do for us in terms of furthering us on the mission on the mission side on the gov side it is it's never done relative to the enablement we have new partners dropping in so it's not as if the team members just go darkly they don't they have partners have new uh uh new team members that come on that go through the uh go through the process a lot of it we have automated through our knowledge base and training but there's still people related to that um but yes those there's the beauty of our strategy is our solutions are largely built around the ERP component. So as we swing them over into the mission side, that enablement team, we see them being more versed in what partners need, are more skillful and more efficient, but I wouldn't expect a decrease. And I would want to caution you to think that there's gonna be decrease on that professional service team in anything over the next few quarters. We need to turn them now into the mission side to light that team up.

Appreciate all that, Kyle. Thanks so much. I'll pass the line.

This concludes the question and answer session. I would like to turn the conference back over to Mr. Bill Wood for any closing remarks.

So it just is strengthening its long-term value creation trajectory, and we're not cutting corners. I want to thank our team members who impress me every day with their accomplishments, dedication, and determination. I want to thank our customers for their trust and advocacy, and I want to thank you all and all of our stakeholders for your continuing support. I appreciate it. Bye for now.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.