Dye & Durham Limited (TSX:DND)
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May 1, 2026, 10:33 AM EST
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Earnings Call: Q3 2025

May 13, 2025

Operator

Good afternoon, everybody. My name is Kelsey, and I will be your operator for today. At this time, I would like to welcome everyone to the Dye & Durham Third Quarter Fiscal 2025 Earnings Call. I would now like to turn the call over to Huss Hirji from VP Investor Relations of Dye & Durham. Mr. Hirji, you may begin your conference.

Huss Hirji
VP of Investor Relations, Dye & Durham

Great. Thank you, 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 Sid Singh, Dye & Durham Interim Chief Executive Officer, and Frank Di Liso, Dye & Durham Chief Financial Officer. The question and answer period will follow the formal remarks for research analysts. I'll now turn the call over to Sid for opening remarks.

Sid Singh
Interim CEO, Dye & Durham

Thank you, Huss. Good afternoon, everyone, and thank you for joining us today. This afternoon, we released our third quarter fiscal 2025 results. The business continues to perform well despite the uncertainty in the broader environment as a result of the tariff and trade negotiations, which are having an impact on real estate activity in Canada. This quarter marks a turning point for Dye & Durham. In addition to today's financial results, which Frank will cover shortly, we have released our go-forward operating plan, restoring growth and market leadership, built under the direction of our reconstituted board and new leadership. Since stepping into the interim CEO role in February, I've worked closely with the team to assess the state of the business. We found a strong foundation, but also critical issues that needed addressing. We're tackling those head-on with a focused and disciplined approach.

I will now outline the three core strategy pillars under this new operating plan. Number one, customers first. This is our number one and topmost priority. We're actively rebuilding trust and credibility with our customers. Over the past 90 days, our team has engaged thousands of customers. We've reinstated Net Promoter Score. We've improved service responsiveness dramatically, including our customer email response times by 75%, our phone response times by 85% in some of our key markets. We've also implemented a regional operating model to create stronger local accountability. This past quarter, I'm pleased to announce that we have named Colin Bohanna as Managing Director for our U.K. business. Colin joined the team last year and has played a key role in enhancing our global sales function, particularly in new sales.

Having a dedicated regional leader in the U.K. allows us to deepen our understanding of our customer base and the products we offer, while establishing a strong leadership presence in this key region. We're also hyper-focused on retention as a key outcome. 23% of our 2022 contracts came up for renewal this quarter. We achieved over 85% gross retention. That is proof that our D&D customer base still values what we deliver when we show up the right way. Our second pillar in the new strategy is product transformation. We're investing in product-led, customer-driven innovation. Our core platform, Unity, has been redesigned with 100-plus improvements, and we're accelerating its launch in the British Columbia market, a major milestone later this calendar year. To be clear, we are not pursuing one global platform for the entire global legal tech market.

Instead, we are smartly investing in the region-specific product portfolio to drive local innovation. This is both capital-efficient and quick to market. We are also embedding AI into our workflow and practice management solutions to help customers automate tasks, reduce risk, and improve efficiency. In parallel, we're executing a cloud-first modernization strategy, one that prioritizes usability, scalability, and long-term competitiveness. We're also following a very disciplined investment and execution framework as it relates to these two pillars. Our investments are very intentional. We have deployed over CAD 4 million to enhance service, sales, and product support, which helps us enable retention, faster delivery, and long-term scaling. We're also managing our margin profile carefully, balancing short-term margin impact with long-term growth. EBITDA margins are expected to remain strong in the 50% range, supported by cost control as well as productivity gains. Lastly, the third pillar of our strategy is portfolio optimization.

Frank will expand on this, but I want to underscore we are no longer pursuing acquisitions. We are laser-focused on sharpening the portfolio and will divest non-core assets to reinvest in what matters, which is our customers, our people, and organic growth. We will focus on driving growth in our core markets where we are best positioned to win, and as such, this will help improve the long-term financial profile of the business. In closing, we are in the simplify phase of our turnaround. We're cutting complexity, we're restoring customer trust, and aligning execution. Frank will now address the quarterly performance, our outlook, and our portfolio optimization strategy. Frank?

Frank Di Liso
CFO, Dye & Durham

Thank you, Sid, and good afternoon. This afternoon, we report our third quarter 2025 results. Our results continue to demonstrate the underlying strength of our diversified business. ARR continues to grow despite the macroeconomic uncertainty, which has negatively impacted activity in the real estate market. We reported revenues of CAD 108.3 million, an increase of CAD 1 million compared to the corresponding period in fiscal 2024. Organic revenue in the third quarter declined by 2%, taking into consideration the revenue adjustments in the prior year period relating to timing impacts of entering into three-year contracts. Excluding these revenue impacts, organic growth increased by CAD 1.5 million, while revenues from acquisitions completed in the prior 12-month period were CAD 3 million in the quarter. Annual contracted revenue, or ACR, remains robust at 61% of total revenue compared to 53% at the same point in fiscal 2024.

Contracted revenue includes minimum commitment levels of ARR plus revenue from contracted overages and other service arrangements, mainly in our financial technology service lines. Sequentially, ACR grew by CAD 10.6 million- CAD 263 million as of March 31, 2025. Annual recurring revenue contracted was 36% of total revenues as of March 31, 2025, compared to 30% at the same point in the prior year. ARR was CAD 154 million or 23%, or CAD 28.4 million as of March 31, 2025, compared to the same point last year. Sequentially, ARR grew by CAD 1.5 million- CAD 154 million as of March 31, 2025. Looking ahead, two dynamics will influence our ARR exposure to real estate. As the interest rates have moved down in normal periods, one would expect real estate activity would improve.

However, given the uncertainty as a result of the global tariff and trade dynamics, real estate activity has softened in the early stages of calendar 2025. The structure of our minimum volume contracts in the practice management business enables us to capture a base level of revenues in periods of low activity and capture upside from increased real estate activity. The minimum portion of these contracts are included in ARR. Any overusage is then included in annual contracted revenues. We introduced the minimum volume contracts offerings three years ago. The majority of those contracts were on three-year terms, which means calendar 2025 is an important period for renewals. As of March 31, 2025, 23% of the three-year contracts signed in calendar 2022 have come up for renewal.

As Sid mentioned, we are pleased to report that we have achieved more than an 85% gross retention rate on this first tranche of contract renewals as a result of more flexible contract terms and active engagement with our customers. When factoring contract renewals that occurred in April 2025, gross retention rates are now over 90%. Most of the remaining contracts come up for renewal the next few months. With the implementation of the customer-first strategy, which Sid mentioned earlier, the account team is focused on contract renewals through the remainder of this fiscal period. We generated adjusted EBITDA of CAD 55.2 million, down 8%, or CAD 4.5 million in the third quarter of fiscal 2025 compared to the previous period.

The change was driven by lower revenues after direct costs caused by higher amounts of revenue recognition from executing on multi-year contracts in the prior period, and lower practice management revenues in Canada driven by the recent macro conditions. This was partially offset by the contributions of acquisitions and higher due diligence in Canadian financial services revenues. Excluding the timing impact of these non-cash multi-year contract recognitions in the prior year, the year-over-year performance in adjusted EBITDA would be approximately flat. Adjusted EBITDA margins was 51% in the current quarter. With the investment strategy and the product team, we believe EBITDA margins will remain consistently in around 50%-55% range as compared to the 50%-60% range under the previous strategy. Total adjusted operating expenses, which includes direct costs, technology costs, G&A, sales, and marketing, were CAD 53.1 million in the quarter, or 49% of revenues.

Direct costs increased by CAD 3.9 million this quarter, mainly due to new reseller relationship agreements signed, higher than anticipated third-party costs in the period, and higher revenues. We're working towards reducing direct costs from third-party vendors with active partner engagements and by replacing these with internal comparable data products. Excluding the impact from acquisitions and direct costs, adjusted operating expenses decreased by CAD 0.4 million for the third quarter of 2025 as a result of cost reduction initiatives compared to the prior year. Adjusted finance costs, which adjust for changes in fair values and contingent consideration, were CAD 32.8 million, down CAD 2.6 million from the prior period. On a year-to-date basis, adjusted finance costs were down over CAD 15 million from the prior year. The improvement primarily reflects the savings from our refinancing transactions completed in April 2024, and the positive interest spread earned on investments helped retire the 2026 convertible debentures.

We expect to see a continued decrease in interest costs from the current lower variable rates on our term loan B floating portion and the benefits of a $218 million U.S. cross-currency swaps that we extended in April 2025, which will further serve to reduce our net effective interest payments moving forward. We anticipate reduced interest payments of between $5 million and $10 million in the next 12 months as compared to the last 12 months ended March 31, 2025. Acquisition restrictions and other costs were $11 million for the quarter, compared to $7.1 million in the prior year. This figure is significantly lower than the sequential period due to the costs related to the shareholder engagement in the lead-up to the 2024 EGM. There are no material costs remaining related to that shareholder engagement beyond the third quarter.

We expect this item to normalize below prior year levels, given the focus on organic growth, ongoing completion of integration activities, and a suspension of new acquisitions. We anticipate savings more than CAD 40 million on acquisition restrictions and other costs in the next 12 months relative to the last 12 months ending March 31, 2025. Leverage free cash flow was CAD 24.5 million, up CAD 31.6 million for the third quarter compared to the negative CAD 7.1 million in the prior year. This change is primarily a result of higher cash from operating activities, lower capital expenditures, lower cash taxes, and lower interest costs paid in the quarter. Normalizing for the accrued semi-annual bond interest impact of approximately CAD 16 million in Q3 2025, leverage free cash flow is still significantly up in the period. Our net debt stood at approximately CAD 1.35 billion as of March 31, 2025, unchanged as compared to December 31, 2024.

As I mentioned last quarter, we are now required to classify our 2028 outstanding convertible debt as current. This is to comply with IFRS presentation requirements. This results in a mismatch in our stated current ratio while no such discrepancy exists in substance. We have sufficient resources to manage our debt, and the business generates strong sustaining cash flows. As Sid mentioned earlier, as part of our 100-day plan set out under the direction of the new board, portfolio optimization is one of our three core pillars. All M&A activity has been paused. We are actively assessing non-core divestitures to sharpen our operational focus. We are taking a pragmatic approach.

Unlike the customer-first pillar, which extends in the one to three-year timeline, and the product transformation pillar of our plan, which will be permanent, we expect to wrap up our portfolio optimization by the end of fiscal 2026, just more than a year from today. We'll be measured in our approach to ensure we receive optimal value for shareholders. Proceeds from any potential divestiture will be used to reduce our leverage ratio. All capital allocation decisions will be taken with an aim to unlocking long-term value and improving the resiliency of the business. We are actively managing the business to drive key metrics. We are targeting organic growth in the high single-digit plus range over the long term compared to the 3% we achieved in the last 12-month period. As I mentioned earlier, adjusted EBITDA margin target is in the range of 50%-55%.

We are targeting EBITDA cash flow from operation conversion of 85% plus based on the strength of our business model and the recurring nature of our cash flows. Both the material reduction in acquisition restriction and other charges, together with working capital improvements, support us achieving that level of conversion. Organic growth, EBITDA margins, leverage, and strong cash flow conversion are the key financial metrics we are measuring the progress of our strategy to restore growth and market leadership. With that, I'll turn it back to the operator for the Q&A session.

Operator

Thank you. Ladies and gentlemen, we'll now begin the question and answer session. Should you have a question, please press the star followed by the one on your touchscreen phone. You will hear a prompt that your hand has been raised. Should you wish to decline from the polling process, please press the 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 is going to come from Robert Young from Canaccord Genuity. Please go ahead.

Robert Young
Analyst, Canaccord Genuity

Hi, good evening. I guess the first question would be just an update on the CEO search. And Sid, if you could confirm whether or not you're still in contention for that, because I think investors are looking at potentially a longer period of maybe reassessment if a new CEO comes and steps into the role. Just anything you can give on timeline and process and where you are in that process.

Sid Singh
Interim CEO, Dye & Durham

Yeah, thanks for the question. I would also point you to a letter that our board of directors has released directly addressing the specific point. We know it's top of mind for many of our analysts and stakeholders. As it stands today, we are nearing the completion of our search for a permanent CEO. Obviously, the search has lasted longer than expected, but as you can imagine, the board wants the right individual who can lead Dye & Durham during this transformative period. In the letter, you'll also see the priorities that the board has laid out in partnership with the management team. I will point us towards what really drives the company forward as an operating plan. It's customers first. There are clear things we're doing under that pillar. It's product transformation. There is a lot of innovation happening inside of that pillar. Then there is portfolio optimization.

We don't expect major changes to the strategy. Rest assured, the organization is by no means at a standstill while the CEO search is being finalized.

Robert Young
Analyst, Canaccord Genuity

Okay. I guess, are you still in contention for the role, Sid? I'm sorry to ask that question, but I mean, the potential for the business to continue forward under Directed versus a new CEO stepping in and maybe changing things. I mean, that's a material piece of information, I think.

Sid Singh
Interim CEO, Dye & Durham

Yeah, like I said, the strategies and the priorities are being agreed between the board and the management team. Do not expect any changes there. I think there are always going to be tweaks, and even the current management team will continue to tweak the finer points of the strategy. The broad pillars are pretty much as we've outlined. These are part of the operating plan. There's a lot of work happening under these. I want to make sure you all understand that these unlock really good, strong revenue growth potential for D&D. It has a good portfolio of products. By allocating capital towards the most important aspects of our business, which is customers, the product innovation that's been starved for many, many months and quarters, I think will unlock value.

I think that's where I would encourage our analysts and shareholders to look towards, which is organic growth going forward.

Robert Young
Analyst, Canaccord Genuity

Okay. In the subsequent notes in the financials, it says that you increased the debt by CAD 13 million. You generated cash this quarter even after a contingent payment. I'm just curious, what was the decision to increase the debt? If EBITDA has declined or it's flat and debt is higher, then leverage would have necessarily increased. I'm curious about that decision and why you did that. The CAD 5 million-CAD 10 million reduction in net interest payment, is that mostly due to the swap extension, or was there some sort of a debt reduction that we would expect after the quarter or after?

Frank Di Liso
CFO, Dye & Durham

Hey, it's Frank here. Thanks for the question, Rob. The subsequent event of the CAD 13 million drawdown, that was really of a timing basis, as we have the semi-annual bond interest due in mid-April. That was done from a timing perspective to facilitate that payment. You're right to point out that we had some big payments on contingent considerations in the quarter that used up most of the free cash flow. Your second question relating to where we expect the CAD 5 million-CAD 10 million, it's a combination of both the swap extension, extending longer into the term given the lower interest rate curves that we're seeing in Canada and the U.S., as well as the current lower variable rates that we're experiencing on our variable flow.

Robert Young
Analyst, Canaccord Genuity

Okay. Last question. I'll pass the line after. You said that renewals, I think you said 23% of the 2022 vintage contracts renewed. You had 85% gross retention. Is that customer retention or dollar retention? I think you said it was 90% after the quarter, so the retention has improved after March 31. If you could just clarify those churn statements, and then I'll pass the line.

Frank Di Liso
CFO, Dye & Durham

Yeah, Rob, that's correct. Through our March 31 results, which is our Q3 quarter, we had achieved gross retention of 85%. When you now include April into that metric, call it a calendar year-to-date basis, that has now increased to over 90%. That is on a customer basis, measuring the number of deals that have renewed with a contract.

Robert Young
Analyst, Canaccord Genuity

Okay. If you were to consider dollar retention, would it be better or worse than the 85%?

Frank Di Liso
CFO, Dye & Durham

Yeah, obviously, we're not providing that metric externally right now, Rob, but right now we're focused on measuring on a gross retention basis. As part of my script, we are becoming more flexible with some of the ARR minimums that we provide given the macroeconomy. We are focused on just providing that metric on a gross retention basis now.

Robert Young
Analyst, Canaccord Genuity

Okay. Okay, thank you. I'll hop back in the queue.

Operator

Thank you. Your next question comes from Thanos Moshopolous from BMO Capital Markets. Please go ahead.

Thanos Moshopolous
Managing Director, BMO Capital Markets

Hi, good afternoon. Can you provide some more color just in terms of the nature of the client discussions you had around renewals and your approach to securing those renewals? Was it primarily a function of more flexibility in contract terms? What were the concerns you heard from clients, and what was your strategy in addressing those to secure the renewals?

Frank Di Liso
CFO, Dye & Durham

Yeah. Rob, sorry, Thanos. I mean, as I mentioned in the script, we are looking at all terms in the contract, whether it be contract length is one of them, actual amounts of commitments that on a go-forward basis, as well as appropriate tiering. Obviously, the more volumes that the customer commits, the bigger discount that they would get. Those are the primary three factors that basically are allowing us to achieve such a high retention ratio.

Thanos Moshopolous
Managing Director, BMO Capital Markets

Okay. Can you clarify your comment regarding the prior period recognition impact that affects the revenue comparability year- over- year? What exactly does that pertain to?

Frank Di Liso
CFO, Dye & Durham

Yeah. Yeah. It's a similar instance in what we reported in Q1, Thanos. We had just basically from various aftermaths of acquisitions and the timing of our desktop applications, they are renewed periodically. In the prior year of 2024, Q3, we had renewed some of those desktop applications for multi-year periods, which essentially recognizes the revenue based on the service provided all in that current quarter. It really is a function of the timing of these three-year deals and when they actually get renewed that impacts that adjustment that you saw in the results.

Thanos Moshopolous
Managing Director, BMO Capital Markets

Okay. So term license revenue in the prior period. Got it.

Frank Di Liso
CFO, Dye & Durham

Sorry?

Thanos Moshopolous
Managing Director, BMO Capital Markets

Basically, it was term license revenue, like you're recognizing a term license for a three-year period.

Frank Di Liso
CFO, Dye & Durham

Correct.

Thanos Moshopolous
Managing Director, BMO Capital Markets

Yeah, yeah. Okay. The CAD 11 million in acquisition restructuring other costs was higher than I would have thought. Just maybe clarify what the bulk of that pertains to. Is that the shareholder engagement activities? Was it kind of more focused on restructuring internally? Just what does that pertain to?

Frank Di Liso
CFO, Dye & Durham

Yeah. The CAD 11 million that you saw in the current quarter is a combination of a few factors. Obviously, we are spending some money on the Competition Bureau Investigation, which we think would be non-recurring. There have been some restructuring charges from changes in our senior leadership team that essentially eliminated some of the positions and some further integration work with a third-party IT provider. Those were the three main factors.

Thanos Moshopolous
Managing Director, BMO Capital Markets

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

Operator

Thank you. Your next question comes from Kevin Krishnaratne from Scotiabank. Please go ahead.

Kevin Krishnaratne
Director and Analyst, Scotiabank

Hey there. Good afternoon. I have a question as well on the renewal activity so far. I think you said 23% of the way through Q1. What are the months where you've got the biggest level of activity remaining? Is it right now? Is it sort of like April, May, June, just remind us there of how much the big chunk is when that's up for renewal?

Frank Di Liso
CFO, Dye & Durham

Yeah. The majority of the renewals will happen this quarter, so it'll be in Q4, Kevin. That would be through the next couple of months. April was a pretty big month as well. We would be anticipating that we'd be done two-thirds of the deals through June.

Kevin Krishnaratne
Director and Analyst, Scotiabank

Got it. I know you're not going to, you're not willing to provide your views on revenue retention, but you have a bunch of big clients up for renewal, and you're pretty confident of at least maintaining them as customers. Is that how you're thinking about when you talk about over 90% renewal? It's just the fact that you're going to be not losing them altogether, but just trying to get any kind of color you can provide us on what you're doing to sort of preserve revenue. I don't think you can do pricing as easily, but are you going to be selling them more services, different parts of your bundle, just trying to get a bit more help here on how to think about your ability to preserve revenue?

Frank Di Liso
CFO, Dye & Durham

Yeah. I mean, you got to remember, Kevin, a lot of these renewals are still multi-year deals, and a lot of them have various legal practice management wants and needs. In many of the deals, it is not just the conversation around conveyancing. It is a conversation amongst all facets of their business. We are able to bundle in other products and services as part of the renewals that would essentially lift the net revenue retention ratio along with that. We are not just focused, obviously, on transactions of conveyancing going forward. We are still focused on providing an all-encompassing solution to the customers that we are actively renewing.

Kevin Krishnaratne
Director and Analyst, Scotiabank

Okay. Okay. That's helpful. A question on I appreciate the description on the three-year sort of strategic plan. When Engine had put out their value creation plan, I think is what they called it back in December, I think they were calling for a view of 10% organic growth split between 3% transaction, 3% pricing, 4% cross-sell upsell. Now you've landed on sort of high single digits. I'm just wondering if you can update us there on what went into that decision and how you think about your target on the growth algorithm for organic growth.

Frank Di Liso
CFO, Dye & Durham

Yeah. It is the same components that made up that high single-digit plus range. We are giving ourselves a bit more of a range there, Kevin. Obviously, we are looking at market growth. We are looking at pricing levers, the ability to track new logos, the ability to cross-sell upsell, as well as win-backs. Right? We are looking at all of that and net of, obviously, current churn that we have been experiencing. Those are all the relevant factors that made up that long-term target. We are not in a position to disclose individual elements at this time.

Kevin Krishnaratne
Director and Analyst, Scotiabank

Okay. The last one for me as well. I know you've given the target for EBITDA margin 50-55%. Frank, I think you may have mentioned towards the 50% range in the near term. I do not know if I misheard you, but just how do we think about what the margin profile might look like in Q4 and in Q1 as you're going through some of these CSR and product? I know the product investment's an ongoing one, but are you confident that you're going to stick around at 50%? Is there a potential it can go lower? Just how do we think about just the very near term on the model? Thanks.

Frank Di Liso
CFO, Dye & Durham

Yeah. So we've already been making investments, right, as we speak in Q3. Some of that has trickled into Q3, Kevin. The comment I made before around 50-60, that was the previous guidance range, and we're just essentially fine-tuning that to a more tighter range of 50-55. I mean, you got to look at that over a rolling period of time. Certain quarters are going to be lower, and certain quarters will be higher based on, obviously, the profile of our revenues, Q3 being one of our seasonally lower periods. It really is going to be more of a rolling four-quarter amount. In terms of the next quarter or so, I mean, obviously, we're heading into our seasonally high period. We are still making more investments, as Sid alluded to. We're confident that we're going to be in that range.

Kevin Krishnaratne
Director and Analyst, Scotiabank

Okay. Thanks a lot. I'll pass the line. Thank you.

Operator

Thank you. Your next question comes from Gavin Fairweather from Cormark . Please go ahead.

Gavin Fairweather
Managing Director and Analyst, Cormark

Hey, thanks for taking my question. Maybe just to start on the upcoming BC rollout of Unity, can you just describe how the user experience will change versus Conveyancer, which I think is your product in that market, and generally how you're kind of approaching that rollout and whether we should think about some type of pricing lift associated with this?

Frank Di Liso
CFO, Dye & Durham

Yeah. I can start there and try and chime in. One thing we've done is we've spent a ton of time with our customers in the BC market, and there's one consistent feedback we get. They love the D&D product set. They're very well managed in terms of workflow. They're well connected from an ecosystem perspective in terms of how data exchange takes place. There is a lot to offer them with the new platform. One of the things we are focused on is incorporating a ton of innovation, but without dramatically changing the day-to-day workflow of these customers. It is a balance that we are taking. The way we're validating that is going through an alpha, which gets us early feedback from customers. We're launching our beta, which then expands the number of users to a larger pool of customers that give us even more feedback.

We're working hand in hand with these customers to make sure the launch is actually accretive to their business.

Gavin Fairweather
Managing Director and Analyst, Cormark

Frank, did you want to jump in on the pricing side? Should we think about our pool moving up, or is it mostly just a switchover?

Frank Di Liso
CFO, Dye & Durham

Yeah. I mean, I think we're competitively priced today in the market. Part of our growth in the quarter is continuing to attract new clients and conversions to existing transactional. The current pricing, we believe, is adequate. We're looking at this more of a functionality play as opposed to a pricing play at the current time.

Sid Singh
Interim CEO, Dye & Durham

Yeah. One thing we are not doing, just to add a finer point, is forcing any customer migrations. We will offer this platform, and we will make sure customers see the value on it. We will work with them to make sure that they move from this platform or their existing platform to Unity BC. We are by no means shutting down our existing platforms. This gives customers more optionality and gives them time to manage their workflows and operations. This is a very positive move for our customer base in the BC market.

Gavin Fairweather
Managing Director and Analyst, Cormark

I appreciate that. The color is quite helpful. Maybe on the macro, we can all see the Canadian home sales numbers. One area that we cannot really see is the refinancing transactions in the market. There has obviously been a lot of news articles about the kind of upcoming refinancing wave. I am curious if you could just put your expectations into context for us in terms of how many refinance transactions you have seen moving through the platform in recent years, and how you are thinking about the potential upside in calendar 2025 and 2026?

Frank Di Liso
CFO, Dye & Durham

Yeah. I mean, obviously, Gavin, the five-year, we're approaching the five-year mark since COVID, and that'll hit us over the next 12 months. A lot of people would have taken those five-year deals on their mortgages just after COVID when it was super low on the fixed side. Our percentage of refinancing transactions has remained consistent. It's roughly a quarter of the volumes. We're also optimistic, as you are, on some of the refinancing that are coming our way in the Canadian market over the next 12 months. That is something that we're going to be ready for as it hits.

Gavin Fairweather
Managing Director and Analyst, Cormark

Thanks so much. I'll pass the line.

Operator

Thank you. Your next question comes from Scott Fletcher from CIBC. Please go ahead.

Scott Fletcher
Director, CIBC

Hi, good evening. There was some more concrete language around non-core asset divestitures. Just wondering if you could share anything, any incremental details on what that might be, whether that's geography, assets, and then yeah, maybe I'll just leave it there.

Sid Singh
Interim CEO, Dye & Durham

Yeah. I appreciate the question. At this stage, unfortunately, we cannot go into that level of detail, but I can tell you that there is a tremendous amount of portfolio analysis we've undertaken. We've looked at more than 60 different product applications that are within D&D globally. We've looked at the assets which we believe we can grow, and we've looked at the assets which we believe don't belong inside of D&D. We're not the best owners. We are actively working to figure out the right market, the right value for these assets. We'll keep you all updated as those conversations progress into something more definitive. One thing I do want to call out is that you fast-forward 12 months from now, as Frank alluded to in his comments, we would not be operating with the same number of software assets as we have today.

Scott Fletcher
Director, CIBC

Okay. Thank you. That helps. You mentioned earlier in the call some costs related to the Competition Bureau Investigation. Is there anything you can share update-wise on the timing of that or how it's progressing?

Frank Di Liso
CFO, Dye & Durham

We were required to deliver the first set of documents at Scott at the end of February. All the effort there has been devoted towards getting to that deadline. We have met that. Moving forward now, we are obviously fielding some Q&A back, but no meaningful updates to share at this point.

Scott Fletcher
Director, CIBC

Okay. Thanks for that. I'll leave it there. Pass the line.

Operator

Thank you. Just as a reminder, if you wish to have a question, please press star one. Your last question comes from Stephen Boland from Raymond James. Please go ahead.

Stephen Boland
Managing Director, Raymond James

All right. Always last. That's okay. I guess this is beaten to death, but I want to just kind of go back to the retention. It seems like, again, I appreciate the company's gone through a lot of turmoil over the last 18 months, but 85%-90% retention. Why are these customers leaving? It seems like it's being celebrated as a good number, but any company that loses 10% of their customers, there would be a lot of panic. Maybe that's kind of why the stock is where it is. Where are these customers going, and why are they leaving? Is it service? Is it the pricing? I'm just trying to get a better idea why you're losing 10% or 15%, depending on when the measurement takes place.

Frank Di Liso
CFO, Dye & Durham

Yeah. So it's a good question. What I would point you towards, if you look at industry benchmarks in industry-specific software or vertical SaaS, especially in the typical average customer size that we deal with, 90% gross retention is considered reasonably good. I think in the context of what you just outlined, the company has gone through, especially—you all have seen the customer reports, the news publications, etc., around sentiment in general of how the company has increased prices over the last two or three years. I think there is a sentiment that has to be overcome. Now, what I'm seeing across hundreds of customer conversations, and me, as well as the executive leadership team are actively having direct customer conversations, is that customers actually like our workflow product. It manages a ton of complexity.

There is a lot of training and retraining required of their staff to learn a new platform. We have very clear indication from our customers that the new platforms are nowhere close to D&D from a functionality perspective. At the same time, we have also unlocked new resources to continue to innovate on the platform. Considering all of those factors, I think these metrics are very encouraging, although we are early in the innings, right? We are less than a third of our way in. These metrics in a vertical SaaS business at our size of ARR, I would say these are reasonably good numbers.

Stephen Boland
Managing Director, Raymond James

Would you say, are they leaving when a customer goes in and maybe it was Conveyancer that they had purchased and a couple of other services, are they leaving all products or some products, or are they getting unbundled? I'm just trying to get a better idea of that.

Frank Di Liso
CFO, Dye & Durham

Yeah. I mean, we're referencing specifically the conveyancing products when we talk about these renewals, although I'm sure when you go across hundreds of contracts, there's going to be a lot of variation in there where customers do have other products from us, and they're part of a multi-year deal. What we definitely see in these negotiations is that customers don't want to leave D & D. If anything, what we're hearing from the customers is that this is a new chapter in the company. We're focused on the right priorities. Most of them, as you can imagine, 90% plus actually want to work with us and want to continue to buy more products and services from us.

We are actually confident that with increased investments in our go-to-market motion, which is sales and marketing, we do expect in fiscal 2026 to actually start winning back some of the customers we have lost. Expect more updates on win-backs as we progress through the next quarterly updates as well.

Stephen Boland
Managing Director, Raymond James

Okay. Second question is, in MD&A, you say you're rehiring employees. Does this indicate—I'm not trying to figure out number of people, cost, and are these mid-account managers, partly senior leaderships, vice presidents? And rehiring, are these people that were laid off and were fired or coming back to work? I'm just trying to get an idea of the churn there.

Frank Di Liso
CFO, Dye & Durham

Yeah. I think you're referring to the board letter to shareholders where we had that statement in there, Stephen. Yeah. Okay. I mean, there is no specific positions or class. I mean, it's across the board. I think we're seeing—we have, as Sid mentioned, we have a rich product suite of products that require a lot of institutional knowledge. As we're actively developing those products, we have invited some employees to come back to fill some of those vacancies or to fill some of those incremental investments. Obviously, we're always going to pick the best candidate for the given position. In many cases, these have been former employees.

Stephen Boland
Managing Director, Raymond James

Okay. And then last question, just on the banking technology revenue. Thank you for splitting that up. That was great. I do not remember, and I have no time to go back and check, but what would you say the revenue was at acquisition a few years ago when you bought that business? I do not know if that is—is it higher, lower, similar? I do not know. Or margin? Can you probably get anything on that business now?

Frank Di Liso
CFO, Dye & Durham

Yeah. We've seen some good growth on the financial services side, Stephen. I don't have the numbers handy four years ago or three years ago when we acquired that. A lot of the organic growth is coming from Canadian financial services, mainly in the mortgage instruction and discharge business, where we have a substantial share across Canada, including Quebec. If you look at the CREA data, Quebec market is still net positive year- over- year from that perspective. I know it's been ticking up over the last several quarters, but I would imagine we were lower when we first acquired that business.

Stephen Boland
Managing Director, Raymond James

Okay. Thanks very much, guys.

Operator

Thank you. There are no further questions at this time. I would now like to turn the call back over to Mr. Hirji. Please continue.

Huss Hirji
VP of Investor Relations, Dye & Durham

Great. Thanks for all who attended, and we look forward to connecting with you for our Q4 full year 2025 results to be communicated later in the near future. Until then, have a great day. Thank you.

Operator

Ladies and gentlemen, this concludes your conference call for today. We thank you very much for your participation and ask that you do please disconnect. Have a great day.

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