Dye & Durham Limited (TSX:DND)
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May 1, 2026, 10:33 AM EST
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Earnings Call: Q2 2025

Feb 13, 2025

Operator

Good afternoon. My name is Ina, and I will be your conference operator today. At this time, I would like to welcome everyone to the Dye & Durham second quarter fiscal 2025 earnings call. I would now like to turn the call over to Mr. Huss Hirji, VP Investor Relations of Dye & Durham. Mr. Hirji, you may begin your conference.

Huss Hirji
VP of Investor Relations, Dye & Durham

Thank you, Operator, and good afternoon. Welcome to the Dye & Durham conference call. Before we start, we'd like to remind you that all amounts discussed on this call are denominated in CAD unless otherwise indicated. Please note that statements made during this call may include forward-looking statements and information and future-oriented financial information regarding Dye & Durham and its business, and disclosure regarding possible events, conditions, or results that are based on information currently available to management, which indicate management's expectation of future growth, results of operations, business performance, and business prospects and opportunities. Such statements are made as of this date hereof, and Dye & 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 or uncertainties could cause results to differ materially from the results discussed today. Given these risks and uncertainties, one should not place undue reliance on these statements and information. Please refer to the forward-looking statements and information and future-oriented financial information section of our public filings without limitation or MD&A and our earnings press release issued today for additional information. Joining us on the call today are Hans Gieskes, Dye & Durham Chair and Interim Chief Executive Officer, and Frank Di Liso, Dye & Durham Chief Financial Officer. A question-and-answer session will follow the formal remarks for research analysts. I'll now turn the call over to Hans for opening remarks. Hans?

Hans Gieskes
Chair and Interim CEO, Dye & Durham

Thank you, Huss. Good afternoon, everyone, and thank you for joining us today. I'd like to begin by sharing a few observations during my first two months with Dye & Durham as Interim CEO and Chair. Firstly, I've been impressed by the level of talent across the organization, the dedication of our teams, and the innovative spirit I've seen are strong. The knowledge and ambition to innovate of the people in this company, in combination with the many strong market positions we have, are creating the right conditions for continued growth. Secondly, we're a company in motion. We are the number one Canadian provider for conveyancing attorneys. We have fortified our revenue base to perform across the market cycles by increasing our contracted revenue and growing our annual recurring revenue. From this position of strength, we now need to evolve our strategy and continue to execute.

However, our execution going forward will be focused on building and partnering to create exciting workflow solution software for our customers, which is a change compared to mainly growing our product offering through M&A in the past. In addition, we've been reaching out more proactively to customers as to their input in our product roadmap direction, more than hitherto, and will continue to do so going forward. We started the process of fine-tuning our strategy. This strategy review is focused on looking at how we can better pursue market leadership in the various geographic legal market segments we operate in. This process will be led by a new key member of our executive leadership team who joined last month. Pablo Rodriguez is our new Chief Strategy Officer.

Pablo brings more than 25 years of experience in the legal technology industry, having held progressively senior positions at Thomson Reuters and serving as a strategic advisor to Clio. He has significant expertise in market insights, strategy development, financial and operational management, and go-to-market strategy and customer experience. This is a time of transition and transformation, but also of great opportunity. Turning to the quarter, I'm pleased to see the fundamentals of the business continuing to perform strongly. This translates to a top-line growth of 10%, while organic revenue increased by 6%, driven primarily by Canadian practice management software in our financial services division. Frank will touch upon the ARR issue more. However, I was happy to see that we continue to increase this metric, which is now at 35% of total revenue compared to 27% in the prior period.

In summary, we possess a business of scale with strong fundamentals. We have endured one of the worst real estate markets globally since 2000 and continue to maintain our market-leading position. We're committed to growing organically. In recent quarters, you start to see the type of cash flow the business can generate. With this quarter an exception due to one-time expenses, Frank will detail for you in a moment. Our margin profile remains strong. We're focused on debt reduction and deleveraging the company so the markets start to recognize the strong fundamentals underpinning our business. Our transformation mission is not insignificant and will take some time, as all transformation processes do, but I want to ensure you that we are well positioned to execute on this mandate and are on our way with a clear path forward.

Finally, as an update, after careful consideration, the board has decided to terminate the strategic review process from last fall. That said, we may still consider opportunities to enhance shareholder value and accelerate debt reduction, including the divestiture of non-core assets. But we're excited about the assets we possess today and the opportunity to drive further organic growth and cash generation. Before handing it over to Frank, I want to thank my predecessor, Matthew Proud, for all the hard work and dedication he's put into getting Dye & Durham to where it is today. It's a solid foundation for the next phase of the company's success story. I'll now pass it over to Frank before heading into Q&A.

Frank Di Liso
CFO, Dye & Durham

Thank you, Hans, and good afternoon. This afternoon, we report our second quarter 2025 results. Our results continue to demonstrate the underlying strength of our diversified business. This strength is underpinned by our organic growth and strong performance from our annual recurring revenue, ARR, as well as improving dynamics in the real estate and financial services markets we serve. We reported a revenue of CAD 120.7 million, up 10% compared to the corresponding period in fiscal 2024. Organic revenue in the second quarter was CAD 7 million, representing 6.3% growth compared to the same period in fiscal 2024. Both metrics met the guidance range for Q2, as communicated in November 2024. Our annual contracted revenue remains robust at 57% of total revenue. Contracted revenue includes minimum commitment levels of ARR plus revenue from contracted overages and other service arrangements, mainly in our financial technology service lines.

Annual recurring revenue contracted was 34% as of December 31st, 2024, compared to 27% at the same point in the prior year. ARR was CAD 132 million, up 36%, or CAD 40.3 million as of December 31st, 2024, compared to the same point last year. Revenue exposed to real estate transactions globally was 41% in Q2 compared to 44% in the same period of fiscal 2024. Seasonally, Q4 followed by fiscal Q1 are the strongest seasonal periods for real estate transactions. However, in Q2 2025, that period outperformed on a sequential basis, mainly due to CAD 7.9 million of one-year contract revenue recognition consistent with the same period in the prior year. Looking ahead, two dynamics will influence our ARR and exposure to real estate. As the rate environment has normalized, we are seeing activity in the Canadian real estate market continue to improve in the early stages of calendar 2025.

The structure of our minimum volume contracts in the practice management business enables us to capture the upside from increased real estate activity. More transactions generate more revenues from those customers under contract. The minimum portion of these contracts are included in ARR, and any overusage is then included in annual contracted revenues. At the same time, three years ago, we modified our go-to-market approach in Canada with a minimum volume contract offering. The majority of those contracts were on three-year terms. The initial tranche of those contracts that we negotiated came up for renewal in the next few quarters.

With the backdrop of an improving real estate market and the account executive team that are now focused on contract renewals, we have the tailwinds of higher activity with the potential headwind that we are managing from a contract renewals aspect that will influence our ARR performance and our exposure to real estate for the balance of 2025 and beyond. We generated Adjusted EBITDA of CAD 66.5 million, up 11%, or CAD 6.5 million in the second quarter of fiscal 2024 compared to the same period of fiscal 2024. We continue to maintain our strong EBITDA margins, coming at 55% in the quarter. Total adjusted operating expenses, which includes direct costs, technology costs, G&A, sales, and marketing, were CAD 54 million for the quarter, or 45% of revenues.

Direct costs increased by CAD 3.7 million this quarter, mainly due to higher revenues, new reseller relationship agreements signed in the U.K. during the period, and higher third-party costs in the U.K., which we're actively looking to insource. Excluding the impact from acquisition, divestitures, and direct costs, adjusted operating expenses decreased by CAD 0.8 million for the second quarter of 2025 as a result of cost reduction initiatives compared to the prior year. During the second quarter, we successfully completed the transition of the financial technology solutions off of the transition services agreement with TELUS. With the completion of this integration, our ongoing costs are now mainly comprised of private hosting and cloud usage fees, which are included in adjusted operating expenses. This transition involved a mix of cloud migrations and hardware upgrades to enhance the stability, security, and scalability of our platforms and services.

Net finance costs were CAD 66 million in the second quarter, an increase of CAD 17 million compared to the corresponding period in fiscal 2024. The change was primarily due to three factors. One, unfavorable net unrealized foreign exchange impacts, particularly from our U.S.-denominated debt. Two, increases in fair value of contingent consideration. And three, a net unfavorable revaluation impact of the embedded derivative asset. Keep in mind, we are 100% hedged on our U.S. dollar interest and principal repayments from a cash basis, but our cross-currency swaps will create volatility through our balance sheet and income statement based on FX effects and interest rate movements.

Adjusted finance costs, which adjust for these changes in fair values and contingent consideration, were CAD 33 million, a CAD 5 million reduction compared to the prior Q2 period, which primarily reflects the savings from our refinancing transactions completed in April 2024 and the positive interest spread earned on investments held to retire our 2026 convertible debentures. As a result of the shareholder engagement in the lead-up to the annual general meeting, we incurred a significant level of cost in the quarter that will not be recurring. Acquisition, restructurings, and other costs were CAD 30 million for the second quarter compared to CAD 5.5 million in the prior period. We do not expect this item to normalize. We do expect this item to normalize below prior year levels over time, given the focus on organic growth, ongoing completion of integration activities, and the suspension of new acquisitions.

Leverage-free cash flow was negative CAD 39 million for the second quarter compared to positive CAD 3 million in the prior year. The change is primarily a result of payments with respect to the CEO separation agreement and shareholder engagement costs in the lead-up to the AGM. The company also paid higher net interest, CAD 46 million, in the quarter compared to CAD 15 million in the corresponding period of fiscal 2024, due to the timing of interest payments on the 2029 senior secured notes. Despite these specific shareholder engagement costs, we have sufficient resources to manage our debt, and the business generates strong, sustainable cash flows. Adjusted net income was CAD 13.4 million in the quarter, an improvement of CAD 7 million compared to the same period in fiscal 2024. The improvement was a result of higher adjusted EBITDA and lower adjusted finance costs.

Adjusted earnings per share was CAD 0.20 in the quarter, an improvement of CAD 0.09, or 82%, compared to the same period of fiscal 2024. Adjusted EPS is the closest measure to ongoing cash EPS for the business. Our net debt stood at approximately CAD 1.38 billion as of December 31st, 2024, which has been reduced by approximately CAD 30 million since December 31st, 2023. As a result of certain newly effective accounting pronouncements, we are now required to classify our 2026 and 2029 outstanding convertible debt as current. This is to comply with IFRS presentation requirements. Restricted investments totaling CAD 185 million intended to settle the original debentures are required to be reclassified as non-current assets. This results in an apparent mismatch in our stated current ratio, while no such discrepancy exists in substance.

The board and management are committed to reducing our leverage by suspending M&A activity and focusing on organic growth through customer engagement and retention to generate free cash flow and pay down debt. As Hans mentioned, the board has terminated the strategic review process. The outright sale of the business is off the table. However, we may explore opportunities to enhance shareholder value and accelerate debt reduction, including the divestment of non-core assets. With that, I'll turn it back to the operator for the Q&A session.

Operator

Thank you. Ladies and gentlemen, we will now begin the question and answer session. Should you have a question, please press star followed by the one on your telephone keypad. You will hear a prompt that your hand has been raised, and should you wish to cancel your request, please press star followed by the two. If you are using a speakerphone, please lift the handset before pressing any keys. One moment, please, for your first question. Your first question comes from the line of Robert Young from Canaccord Genuity. Please go ahead.

Robert Young
Director, Canaccord Genuity

Hi, good evening. The first question I wanted to ask was around the chart on page eight in the presentation that shows ARR and contracted revenue dipping down quarter over quarter, and I was hoping that you could explain that dip in the context of churn. Has churn increased or decreased? You said that you're expecting this to be a busy period of contract renewals. Has that already started? Has that been an impact? Maybe you just wrap those things together to better understand the dip in the ARR.

Frank Di Liso
CFO, Dye & Durham

Yeah. Hey, Rob. Yeah, it's Frank here. I think you're referring to CAD 156 million in Q1 and CAD 152.4 million in Q2. So that dip was primarily related to the Affinity acquisition that was completed in August. In the early summer, we had a reclassification of ARR versus maintenance revenue that was adjusted in the current quarter. That was the primary difference of that amount. There was a minor amount coming in from Unity contracts. Not necessarily related to churn, but we applied our Allowance for Doubtful Accounts provisions to those contracts as well to be consistent with how we reported it in the income statement. So those were the two primary factors. But as you would note, the percentage of ARR did increase from 32% to 34% as a result of lower transactional revenues relative to the previous quarter.

Robert Young
Director, Canaccord Genuity

Okay. And other revenue under contract, that's overages, I guess. That's not the contracted revenue or ARR, the 103 going to 100 in Q2.

Frank Di Liso
CFO, Dye & Durham

Yeah, that would primarily be the reflection of the over usages of the minute spent contracts.

Robert Young
Director, Canaccord Genuity

Okay. And maybe we just take a step back. I know there's a lot of maybe concern around where churn is right now, given the fact that these contract renewals are starting to roll through this year. Has churn changed measurably, positive or negative? I couldn't find a churn metric anywhere in the disclosure. I might have just missed it.

Frank Di Liso
CFO, Dye & Durham

Yeah, no, there is no material change in churn or how we measure churn, as you previously would have just seen in the prior quarter, Rob. We are, as I mentioned in my script, focused on the contract renewals for the next two quarters, managing it proactively. But there has been no noticeable change in churn relative to prior quarters as we see now.

Robert Young
Director, Canaccord Genuity

Okay. Last question for me. You said that the management team is going to focus on organic growth and pause M&A. Some of the presentation materials from the activist investor suggested that organic revenue growth target would be 10%. Is that roughly where you see it this year? Is that a good number to think about? And then I'll pass the line.

Frank Di Liso
CFO, Dye & Durham

Yeah. So, Rob, the 10% that you have seen there, I mean, we're obviously in the midway point of the 100-day plan. So, yeah, we are targeting organic growth. We're looking at the complete set of assets at Dye & Durham, fine-tuning the strategy. But we're not right now prepared to comment on the exact percentage increase that we're targeting. That will come at the conclusion of the plan, roughly by early Q4.

Robert Young
Director, Canaccord Genuity

Okay. Okay. And maybe could you just give us a sense of whether you expect organic growth to be positive, if that's the focus?

Frank Di Liso
CFO, Dye & Durham

Yes, we expect it to be positive. That is the focus.

Robert Young
Director, Canaccord Genuity

Okay. Thank you. I'll pass the line.

Operator

Thank you. And your next question comes from the line of Thanos Moschopoulos from BMO Capital Markets. Please go ahead. Mr. Thanos Moschopoulos, your line is now open.

Thanos Moschopoulos
Managing Director and Senior Equity Research Analyst, BMO Capital Markets

Hi. Sorry about that. I was on mute. Hi, good afternoon. With respect to the restructuring and other charges, there were obviously a bunch of one-time items this quarter. But just any color in terms of what kind of magnitude we might expect in the upcoming quarter. I mean, should there still be significant residual costs from recent events, or should it be a dramatically lower number?

Frank Di Liso
CFO, Dye & Durham

Yeah, Rob. Sorry, Thanos. That's right. We had a heightened amount of costs in Q2, as you can imagine. With the suspension of M&A, that will drop considerably. There will always be some tail-off implications of some of these activities into Q3, but those will be relatively minor in comparison. We're targeting reduced levels. I think if you look at our previous years, substantially reduced levels from previous years, we're driving that cost down accordingly. But we're not going to give any guidance on that right now as we continue to work through the plan.

Thanos Moschopoulos
Managing Director and Senior Equity Research Analyst, BMO Capital Markets

Just to remind us on the puts and takes from a cash flow perspective, obviously, you have the interest payment this quarter, so you won't have that impact next quarter. The one-time charges will be less. Any commentary on cash flow would be helpful.

Frank Di Liso
CFO, Dye & Durham

Yeah, I think they're hitting the right elements. We don't have the six-month interest payment again until Q4. There'll be a reduction in the one-time charges, and I think also on the working capital, we obviously had trued up a lot of the accruals and payments before year-end, so you'll see a likely, I won't see the same impact of a source of cash from AP going forward as well.

Thanos Moschopoulos
Managing Director and Senior Equity Research Analyst, BMO Capital Markets

Okay. Hans, you sort of touched on this in your prepared remarks as far as your early findings. But just to clarify, if we think about the investment thesis that Engine had going into this process and the first two months you've had at the company, learning more of the business, I mean, anything that you found surprising, or did it sort of just reconfirm what your initial impressions may have been before you entered the role?

Hans Gieskes
Chair and Interim CEO, Dye & Durham

You always find surprises, both good and less good ones. I think what I really liked, what I found, is many of the market positions we got through acquisitions are much stronger than I thought because initially during our process, we thought they didn't spend enough time on integrating, on enhancing, but all of these are great starting points to further enhance these products and expand our market leadership, so I really like that.

Thanos Moschopoulos
Managing Director and Senior Equity Research Analyst, BMO Capital Markets

Great. And then finally, any update in terms of the search process for a permanent CEO?

Hans Gieskes
Chair and Interim CEO, Dye & Durham

That's fully ongoing, and it always takes time, but I think we're making progress.

Thanos Moschopoulos
Managing Director and Senior Equity Research Analyst, BMO Capital Markets

All right. I'll pass the line. Thank you.

Operator

Thank you, and your next question comes from Gavin Fairweather from Cormark. Please go ahead.

Gavin Fairweather
Managing Director and Co-Head of Institutional Equity Research, Cormark Securities Inc.

Hello. Good afternoon. Thanks for taking my questions. Maybe just to be clear on these minimum value contract renewals. So that starts in your fiscal third quarter, and then you'll run through the base over the course of a year. Is that the right way of thinking about it?

Frank Di Liso
CFO, Dye & Durham

Yeah, that's right. They start at the end of the current quarter, Q3, and it'll run into the balance of the calendar year for the majority of those contracts.

Gavin Fairweather
Managing Director and Co-Head of Institutional Equity Research, Cormark Securities Inc.

Okay. That's helpful. Then maybe just on product integration, single sign-on data integrations, curious for what's your view on kind of how long it'll take to complete a lot of that work and how big of a lift that is and when ultimately the crossing engine can fire up on the other side?

Hans Gieskes
Chair and Interim CEO, Dye & Durham

You mean within the Canadian product? Which one are you talking about?

Gavin Fairweather
Managing Director and Co-Head of Institutional Equity Research, Cormark Securities Inc.

I mean, product integration in general, you called out as an opportunity to focus.

Hans Gieskes
Chair and Interim CEO, Dye & Durham

Yeah, well, that's ongoing across so many products, across so many geographic areas we're in. Some will go very quickly. Some already we're in process and will deliver. But it's software building, so it always takes time, and we certainly don't promise delivery dates for those.

Gavin Fairweather
Managing Director and Co-Head of Institutional Equity Research, Cormark Securities Inc.

Understood. It'll be a work in progress. And then lastly, for me, on the financial solutions business, you mentioned it was one of the key contributors to growth in the Canadian business. Maybe you can discuss kind of your perspective on the growth outlook for that business. And now that you've fully disconnected it from TELUS, does that impact its margins in any way?

Frank Di Liso
CFO, Dye & Durham

No. It won't impact the margins. Essentially, we'll help reduce the acquisition and other charges, Gavin. But we're seeing just on the backs of the Canadian real estate market, which is very well positively impacting that business, from the mortgage instructions business to the settlements business in Quebec. There are obviously a lot of volumes coming through right now. And so are our relationships with the banks on our payment technology assets. Those are performing well as well as banks continue to do more business with us on those fronts. So positive momentum there that we're seeing continuing.

Gavin Fairweather
Managing Director and Co-Head of Institutional Equity Research, Cormark Securities Inc.

Thanks so much. I'll pass the line.

Operator

Thank you. And your next question comes from the line of Kevin Krishnaratne from Scotiabank. Please go ahead.

Kevin Krishnaratne
Director and Equity Research Analyst, Scotiabank

Hey there. Good evening. Another follow-up on the contract renewals. You talked about your account executives are engaged. What are some of the strategies that you're thinking about? How are the conversations going? Are you thinking about the pricing and anything we can think of there as you try to get ahead of all the renewals that are coming up?

Frank Di Liso
CFO, Dye & Durham

Yeah. I mean, generally, the conversations are going well. We obviously, for those that are looking to alter any parts of their contract, we'll work with them on that, whether that be for minimum commitment levels or pricing. They kind of go hand in hand. So I would say it's more of a unique case-by-case basis, Kevin, that we're keeping track of and we're staying ahead of it as we're talking to more and more clients as their renewals are coming up.

Kevin Krishnaratne
Director and Equity Research Analyst, Scotiabank

I know it's probably a bit early, but you've given us organic growth. It looked like it ticked up in Q2 versus Q1. What are your initial thoughts or thoughts on organic growth in Q3? You talked about the tailwind of potential real estate markets picking up. You've got this potential headwind. Is there any way to kind of give us a rough view of what you're thinking in terms of organic growth?

Frank Di Liso
CFO, Dye & Durham

Well, I mean, the main drivers of organic growth are not something that is static in nature. So you look at our organic growth with the tailwinds that we're seeing from the real estate markets in Canada, in the U.K., and Australia. So that was a large factor in the organic growth measure. Our U.K. practice management business is obviously largely subscription. Those have annual escalators in there, and those will come through as well. So those are the main elements. And then obviously, what I've mentioned before about mainly on the Canadian financial services side, where we're seeing really good momentum and growth there. So those are the main drivers of organic growth that we expect to continue.

Kevin Krishnaratne
Director and Equity Research Analyst, Scotiabank

Got it. Maybe switching down to the bottom line, your EBITDA margin profile was consistent with the previous quarter, 55%. I think when we looked at the initial 100-day plan, it looked like the margin guide might have been skewing more towards 50%-55% versus, I think, the prior range of 50%-60%. So can you talk about that there? Do you expect to see margins to come down a little bit as you try to invest in these growth initiatives to get that organic growth closer to the 10% range?

Frank Di Liso
CFO, Dye & Durham

Yeah. Again, it's preliminary right now. We're halfway through the 100-day plan. As you pointed out, Kevin, that we did see 55% margins in Q2, which is consistent. We are making investments in our sales and product departments and our go-to-market strategy. We'll assess those as part of the 100-day plan and update you accordingly.

Kevin Krishnaratne
Director and Equity Research Analyst, Scotiabank

Okay. Last one for me. Is there any update to the issue with the Competition Bureau that came up during the last quarter? And then I'll pass the line.

Frank Di Liso
CFO, Dye & Durham

No, there's no update. Just obviously, we are complying with their initial deadline was for the end of February on the initial set of documents, and we're on track to deliver that.

Kevin Krishnaratne
Director and Equity Research Analyst, Scotiabank

Great. Thanks.

Operator

Thank you. And your next question comes from the line of Scott Fletcher from CIBC. Please go ahead.

Scott Fletcher
Director, CIBC

Hi. Good evening. I wanted to ask about the customer engagement work that you're doing. Just curious what you're hearing in those initial sets of conversations, and as you're speaking to customers, are they giving you an indication of what some of the other competitive products are like in the market and how you stack up against those now as they sort of we're hearing that they're getting a little better?

Hans Gieskes
Chair and Interim CEO, Dye & Durham

Yes. With the new CEO in the business and a new board, we're clearly interested in finding out exactly what customers are thinking and saying. And those first meetings are very interesting because you can say to customers, "We had things on your mind last year. We need to know about it now because there is a new, if you like, regime, and we really want to make sure which other things in which order that you would like us to improve or change going forward." And the response is quite positive, both on the product side of things we can develop for them that they've been wanting to have for a long time, and we never got to because we're too busy buying more product for them.

So I think the response is positive, and the amount of customer outreach and discussion we're having has gone up substantially compared to last year. And customers realize the changes. Yeah.

Scott Fletcher
Director, CIBC

Okay. Thanks. That's interesting. And then maybe one for Frank. You mentioned in the quarter there was some I think it was CAD 7.9 million of one-time contract revenue recognition, one-year contract revenue recognition, and that was flat year on year. Can you sort of just give us a quick overview of what differentiates those contracts from the rest of the business and why they stand out?

Frank Di Liso
CFO, Dye & Durham

Yeah. So those are not one-time. Those are recurring at every Q2. I mean, you would have seen the initial one happen last Q2. So those are essentially our post-practice contracts that hit in South Africa and in Canada, more on the cloud practice management side. So they are essentially one-year subscription contracts that are essentially paid by the customer on a monthly basis. And we recognize those because the actual service has been delivered upon renewal. So those will be hitting us every Q2 as there are annual contracts, Scott.

Scott Fletcher
Director, CIBC

Okay. Thanks.

That's all for me.

Operator

Thank you. And your next question comes from the line of Stephen Boland from Raymond James. Please go ahead.

Stephen Boland
Managing Director and Equity Research Analyst, Raymond James

Hopefully, you can hear me. I'm not in an ideal position to do this call. Hopefully, you can hear me. Can you hear me, okay?

Frank Di Liso
CFO, Dye & Durham

Yeah. We can hear you loud and clear, Stephen.

Stephen Boland
Managing Director and Equity Research Analyst, Raymond James

All right. Thanks. Okay. So the first question I have is there's a couple of points in the presentation that talks about divestment, some pretty strategic things about getting rid of assets. And not to be disrespectful here, but we don't have a permanent CEO yet. No disrespect. So I'm not sure how you can make those comments about possibly looking at divestments until you get a permanent CEO. So could you just explain that to me? Because a permanent CEO comes in, maybe wants to keep everything, wants to acquire, maybe not. But could you just explain those comments in the presentation?

Hans Gieskes
Chair and Interim CEO, Dye & Durham

Yeah. That's fair. I don't think any incoming interim CEO in the first month would do divestments, not even propose full divestments to the board to discuss. So what I've said is we've taken a large number of assets, a large number of geographic market positions, and are reviewing where we have the best chances to become market leaders, where we're not market leaders now. In that review, we'll look at all the products we have. We may find our products have become either surplus because they've been replaced by other products we've also acquired and integrated and others. So we're doing nothing more than an inventory of what the product roadmap will look like. And what we're saying is there may be assets that we decide we no longer need because we can partner whatever function these products have without owning them. But there's no decisions on divestment.

There's no negotiations. We are in the inventory stage of deciding what we will do going forward. We thought we'd just flag it that there is a possibility we'll do divestments, which would have both the function of simplifying, cleaning our product offering, and at the same time, paying down debt.

Stephen Boland
Managing Director and Equity Research Analyst, Raymond James

Okay. So basically, this is just you're doing work ahead of a permanent CEO coming in and then providing the information to that person to make that decision.

Hans Gieskes
Chair and Interim CEO, Dye & Durham

Yeah. The difficulty of being Interim CEO is you want to make sure that you don't lose any base on a transformation that you intend to put the company through without making decisions that your permanent successor may either regret or not agree with because he or she will have to execute those. So we're trying to find the right balance between the board and myself deciding what can we decide now, what do we have to do without any delay. But things like divestments would certainly be something that we'll end up doing if we end up doing them with the permanent CEO at the wheel and the board with more experience at the same time.

Stephen Boland
Managing Director and Equity Research Analyst, Raymond James

Okay. And I'm not sure you can answer this, but is there anybody on the call that can actually make a determination when a permanent CEO will be appointed? Is it in the next three months, six months? Because that seems to be the biggest, I would say, question I get. Is this the next three months, six months? That seems to be the biggest hurdle to maybe getting the stock up and getting to the next stage.

Hans Gieskes
Chair and Interim CEO, Dye & Durham

If you ask my wife, she would say, "Tomorrow, please," because I'm traveling every week to Toronto, which is not a very popular move. Clearly, the answer is ASAP, but we need to dot all the i's and cross all the t's there. And I don't want to jinx it by putting a time on it. But we're going full speed on that.

Stephen Boland
Managing Director and Equity Research Analyst, Raymond James

Okay, and last question for me.

Hans Gieskes
Chair and Interim CEO, Dye & Durham

I understand the importance.

Stephen Boland
Managing Director and Equity Research Analyst, Raymond James

Yeah. So can you provide any breakdown on the one-time costs? I know CEO departure costs, legal costs. Can you provide any breakdown on the one-time stuff that happened leading into the vote? Over CAD 30 million. I think it was over CAD 30 million. Just quickly looking at it. Is there any breakdown you can provide?

Frank Di Liso
CFO, Dye & Durham

We do have a breakdown of that in our notes, the financial statements, so I know perhaps you probably don't have time yet to go through that, but yeah, there is a breakdown there that would be useful, but again, the vast majority of that would have been professional services incurred on all parties, right, to essentially conclude the process. And that's in addition to the CEO separation costs that were also disclosed. Yeah. They're listed in the financial statements that you can take a look at, but there is, obviously, the vast majority of CAD 30 million was because of that activity.

Stephen Boland
Managing Director and Equity Research Analyst, Raymond James

Okay. Thanks. I will go back and review. Thanks so much, guys.

Operator

Thank you. There are no further questions at this time. I will now hand the call back to Mr. Huss Hirji for any closing remarks.

Huss Hirji
VP of Investor Relations, Dye & Durham

Great. Thanks for all who attended, and we look forward to connecting with you for our Q3, full year 2025 results to be communicated at a date later in the near future. Until then, have a great day, everyone. Thank you.

Operator

Thank you. And this concludes today's call. Thank you for participating. You may all disconnect.

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