TORONTO, Nov. 18, 2025 /CNW/ - Dye & Durham Limited (the "Company" or "Dye & Durham") (TSX: DND) today announced an update to the Frequently Asked Questions section on its Investor Relations webpage. These updates provide additional clarity regarding the Company's preliminary unaudited Fiscal 2025 and Q1 Fiscal 2026 results, which were released on November 12, 2025, including enhanced explanations related to revenue presentation, profitability, covenant compliance and other financial matters.
All financial references are in Canadian dollars unless otherwise noted.
FAQ Update Highlights
Q: Why did the Company prerelease unaudited results?
A: To give stakeholders greater visibility into approximately how the business is performing. This ensures all parties have equal access to the same publicly available unaudited financial information.
The financial results as released are contained in the attached tables. The tables have been updated to correct the mislabeling of the quarter ended September 30, 2025 as "audited" to reflect that these financials are "unaudited". In addition, we have updated the TTM as of September 30, 2025 to align with prior reported periods.
Q: In FY 2025, revenue was down 3.7% to approximately $440.6M (unaudited), with approximately $17.1M of decline year over year. Is this previously gross revenue now being recognized as net?
A: Yes. As disclosed, about half of this decline reflects macroeconomic headwinds in Canada, the impact of customer contract renewals on volume and pricing, and reduced acquisition activity, while the balance primarily reflects a reclassification between direct costs and gross revenue. The reclassification had no impact on unaudited Adjusted EBITDA1 or cash.
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1 Adjusted EBITDA" is not a recognized measure under IFRS, does not have a standardized meaning prescribed by IFRS and is therefore unlikely to be comparable to similar measures presented by other companies. Management believes Adjusted EBITDA provides supplementary information to IFRS measures used in assessing the performance of the business by providing further understanding of the Company's results of operations from management's perspective. For a reconciliation of Adjusted EBITDA to net loss, see the accompanying tables. |
Q: Is this expected to impact unaudited Q1 FY 2026 results?
A: The unaudited Q1 FY 2026 results already reflect the revised treatment.
Q: Based on the Company's unaudited results, does the Company remain in compliance with its leverage covenants?
A: Yes. Based on the unaudited results, the Company expects to be in compliance with the financial covenants under its senior credit agreement with respect to the fiscal period ended June 30, 2025, and September 30, 2025.
Q: The November 12, 2025, press release disclosed that the Company is working with the administrative agent for the senior secured lenders to request a waiver for the failure to deliver its quarterly financial statements for the period ended September 30, 2025 to lenders by the date required under its senior credit agreement. When would an event of default occur if the Company fails to obtain such a waiver?
A: The senior credit agreement provides for a 30-day cure period (following a failure by the Company to deliver its quarterly financial statements by the date required under its senior credit agreement). If the Company is unable to cure this default on or before December 17, 2025, an event of default will occur under the senior credit agreement, which entitles the lenders, acting by majority decision, to exercise certain rights defined in the senior credit agreement.
Q: What is the status of the Company's court action against Matthew Proud and Plantro Ltd. to enforce the terms of the Cooperation Agreement?
A: On November 16, 2025, the lawyers for Matthew Proud and Plantro Ltd. advised the Company's lawyers that their clients will consent to the temporary injunction the Company had been seeking from the court. This means both sides expect to obtain an order from the court on consent that will require Mr. Proud and Plantro to comply with the terms of the Cooperation Agreement at least until the court makes a final decision in the case.
Dye & Durham remains committed to providing clear and consistent communication to stakeholders. As the Company continues to progress through its audit and reporting processes, it will update the FAQ section as appropriate to reflect additional disclosures.
The updated FAQ is available at:
www.dyedurham.com/investors/faqs
About Dye & Durham
Dye & Durham Limited is a leading provider of cloud-based software and technology solutions designed to help legal and business professionals improve efficiency and manage regulatory and business-critical workflows.
Non-IFRS Financial Measures
"Adjusted EBITDA" adjusts net loss by adding back financing costs, amortization, depreciation and impairment costs, taxes paid, stock-based compensation expense, loss on contingent receivables and assets held for sale, specific transaction-related expenses related to acquisition, listing and reorganization related expenses, integration and operational restructuring costs and other non-recurring expenses. Operational restructuring costs are incurred as a direct or indirect result of acquisition activities.
"Adjusted EBITDA" is not defined by and does not have a standardized meaning under IFRS as issued by the International Accounting Standards Board. Non-IFRS financial measures are used by management to assess the financial and operational performance of the Company. The Company believes that this non-IFRS financial measure, in addition to conventional measures prepared in accordance with IFRS, enables investors to evaluate the Company's operating results, underlying performance and prospects in a similar manner to the Company's management. As there are no standardized methods of calculating these non-IFRS measures, the Company's approaches may differ from those used by others, and accordingly, the use of these measures may not be directly comparable. Accordingly, this non-IFRS measure is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
The Company has reconciled Adjusted EBITDA to the most comparable IFRS financial measure in the accompanying tables.
Unaudited Financial Information
The financial figures noted in this press release are not final and are inherently uncertain due to a number of factors, and remain subject to review by the Company's management, audit committee and board of directors and the completion of regular financial closing and review procedures and audit procedures for FY 2025. The unaudited figures disclosed herein should not be viewed as a substitute for audited financial statements prepared in accordance with IFRS. Additional adjustments to the unaudited figures presented above may be identified, and final results for FY 2025 may differ materially from the figures presented herein and will not be finalized until after the OSC Review and the audit for fiscal 2025 are complete. These unaudited figures are intended to provide information about management's current expectations regarding certain aspects of Dye & Durham's financial performance. Reliance on the information presented herein may not be appropriate for other purposes.
Forward-Looking Information
This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects Dye & Durham's current expectations regarding future events. Forward-looking statements include, but are not limited to, statements relating to the Company's expectations in respect of the impact of revenue reclassification on future periods, its debt covenant compliance, the Company's ability to cure the default under its senior credit agreement or otherwise receive a waiver in respect thereof, and the impact of the default if it is unable to able to cure the default or otherwise receive a waiver. Forward-looking information is inherently subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied. These risks include those described in the Company's public filings available on SEDAR+. Dye & Durham does not undertake any obligation to update forward-looking information except as required by applicable law.
SOURCE Dye & Durham Limited
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For further information: Investor Relations, Dye & Durham Limited, investors@dyedurham.com