Slides
Page 1
When being certain is everything dyedurham.com dyedurham.comWhen being certain is everything Q3 FY 2025 RESULTS PRESENTATION May 13, 2025
Page 2
/ 2 ibdroot\projects\IBD-NY\driveins2022\902367_1\Presentations\05. Lender Presentation\DND Private LP - November 2022_v26.pptx When being certain is everything This presentation has been prepared for informational purposes only. These materials are not, and in no circumstances are they to be construed as, a prospectus, an offering memorandum, an advertisement, or a public offering of securities. In addition, these materials do not form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, or any offer to underwrite or otherwise acquire any securities of Dye & Durham Limited (the “Company” or “Dye & Durham”) or any other securities, nor shall they or any part of them nor the fact of their distribution or communication form the basis of, or be relied on in connection with, any contract, commitment or investment decision in relation thereto, nor does it constitute a recommendation regarding the securities of the Company. No securities regulatory authority or similar authority has reviewed or in any way passed upon the document or the merits of these securities and any representation to the contrary is an offence. No reliance may be placed for any purposes whatsoever on the information contained in these materials or on their completeness. No representation or warranty, express or implied, is given by or on behalf of the Company, any agent of the Company or any of such persons, directors, officers or employees or any other person as to the accuracy or completeness of the information contained in these materials and no liability whatsoever is accepted by the Company, any agent of the Company or any of such persons, directors, officers or employees nor any other person for any loss howsoever arising, directly or indirectly, from any use of such information or otherwise arising in connection therewith. Any consensus estimates by analysts that are contained in this presentation do not represent an endorsement by the Company or the opinions, forecasts, or predictions of the Company, any agent of the Company, or any directors, officers, or employees of the Company. Estimates are directly from analyst reports. No representation or warranty, express or implied, is given by the Company, any agent of the Company, or any directors, officers, or employees of the Company as to the correctness, accuracy, or completeness of the consensus figures and no liability whatsoever is accepted by the Company, any agent of the Company, or any directors, officers, or employees of the Company arising in connection with any use of such information. If any recipient of these materials wishes to make an investment in the Company (each such recipient, a “prospective investor”), such prospective investor must rely on their own examination of the Company, including the merits and risks involved. Prospective investors should not construe anything in this presentation as investment, legal or tax advice. Each prospective investor should consult its own investment, legal, tax and other advisers regarding the financial, legal, tax and other aspects of any investment in the Company. Forward-Looking Statements This presentation may contain forward-looking information and forward-looking statements within the meaning of applicable securities laws, which reflects the Company’s current expectations regarding future events, including statements related to the Company’s performance, financial outlook and prospects, the markets in which the Company operates, or about any future intention with regard to the Company’s business and acquisition strategy. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance. Specifically, statements regarding the Company’s expectations of future results, performance, prospects, the markets in which we operate, or about any future intention with regard to its business, acquisition strategies, and debt reduction strategy, including the Company’s expectations regarding the reduction in acquisition, restructuring, and other costs, reduction in net interest payments, and its long term objectives in respect of its Organic Revenue Growth Rate, Adjusted EBITDA Margin, CapEx as a percentage of revenue, and Adjusted EBITDA, are forward-looking information. The foregoing demonstrates the Company’s objectives, which are not forecasts or estimates of its financial position, but are based on the implementation of the Company’s strategic goals, growth prospects, and growth initiatives. Forward-looking information is generally based on a number of assumptions, opinions, and estimates, including, but not limited to: (i) Dye & Durham’s results of operations continuing as expected, (ii) the Company continuing to effectively execute against its key strategic growth priorities and execute on its key strategic pillars, including through: (a) a material reduction in acquisition, restructuring, and other charges, and (b) working capital flowthrough from accrued accounts receivable, (iii) the Company continuing to retain and grow its existing customer base and market share, (iv) the Company being able to take advantage of future prospects and opportunities, and realize on synergies, including with respect of acquisitions, (v) there being no changes in legislative or regulatory matters that negatively impact the Company’s business, (vi) current tax laws remaining in effect and not being materially changed, (vii) economic conditions remaining relatively stable throughout the period, (viii) the industries Dye & Durham operates in continuing to grow consistent with past experience, (ix) exchange rates will be approximately consistent with current levels, (x) the seasonal trends in real estate transaction volume continuing as expected, (xi) the Company’s expectations for increases to the average rate per user on its platforms, contractual revenues, and incremental earnings from its latest asset-based acquisition will be met, (xii) the Company will be able to effectively upsell and cross-sell between practice management and data insights & due diligence customers, (xiii) the Company’s expectations regarding its debt reduction strategy being met, (xiv) the Company’s expectations regarding its cost reduction plan being met, (xv) interest costs continuing to decrease reducing the Company’s net interest payments moving forward, and (xvi) those assumptions described under the heading “Caution Regarding Forward-Looking Information” in the Company’s most recent Management’s Discussion and Analysis. While these assumptions, opinions, and estimates are considered by the Company to be appropriate and reasonable in the circumstances as of the date of this presentation and given the time period for such projections and targets, they are subject to a number of known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: the Company will be unable to effectively execute against its key strategic growth priorities, including in respect of acquisitions; the Company will be unable to continue to retain and grow its existing customer base and market share; risks related to the Company’s business and financial position; the Company may not be able to accurately predict its rate of growth and profitability; risks related to economic and political uncertainty; income tax related risks; and the factors discussed under “Risk Factors” in the Company’s most recent Annual Information Form and under the heading “Risks and Uncertainties” in the Company’s most recent Management’s Discussion and Analysis, which are available on the Company’s profile on SEDAR+ at www.sedarplus.ca. DISCLAIMER
Page 3
/ 3 ibdroot\projects\IBD-NY\driveins2022\902367_1\Presentations\05. Lender Presentation\DND Private LP - November 2022_v26.pptx When being certain is everything Many of these risks are beyond the Company’s control. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. Although the Company bases these forward-looking statements on assumptions that it believes are reasonable when made, the Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if the Company’s results of operations, financial condition and liquidity and the development of the industry in which it operates are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in subsequent periods. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Given these risks and uncertainties, investors are cautioned not to place undue reliance on these forward looking statements. Any forward-looking statement that are made in this presentation speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data. All of the forward-looking information contained in this presentation is expressly qualified by the foregoing cautionary statements. Non-IFRS Measures This presentation makes reference to certain non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS financial measures by providing further understanding of the Company’s results of operations from management’s perspective. The Company’s definitions of non-IFRS measures may not be the same as the definitions for such measures used by other companies in their reporting. Non-IFRS measures have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company uses non-IFRS financial measures, including “EBITDA”, “Adjusted EBITDA”, “Adjusted EBITDA Margin”, “Organic Revenue Growth Rate”, “Leveraged Free Cash Flow” and “Annual Recurring Revenue”, to provide investors with supplemental measures of its operating performance and to eliminate items that have less bearing on operating performance or operating conditions and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS financial measures. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of issuers. The Company’s management also uses non-IFRS financial measures in order to facilitate operating performance comparisons from period to period. Please see "Cautionary Note Regarding Non-IFRS Measures" and "Select Information and Reconciliation of Non-IFRS Measures" in the Company's most recent Management's Discussion and Analysis and the Company’s recent news releases, which are available on the Company's profile on SEDAR+ at www.sedarplus.ca, for further details on certain non-IFRS measures, including (i) definitions of each non-IFRS measure and an explanation of the composition of each non- IFRS financial measure, and (ii) relevant reconciliations of each non-IFRS measure to its most directly comparable IFRS measure, which information is incorporated by reference herein. Certain totals, subtotals and percentages may not reconcile due to rounding. DISCLAIMER (CONT’D)
Page 4
/ 4 ibdroot\projects\IBD-NY\driveins2022\902367_1\Presentations\05. Lender Presentation\DND Private LP - November 2022_v26.pptx When being certain is everything YOUR LEGAL PRACTICE, MADE PERFECT Our mission-critical software gets business done right, every time. We provide premier practice management solutions and vital data insights software that supports critical risk management decisions empowering legal professionals every day
Page 5
/ 5 ibdroot\projects\IBD-NY\driveins2022\902367_1\Presentations\05. Lender Presentation\DND Private LP - November 2022_v26.pptx When being certain is everything DYE & DURHAM RESULTS SNAPSHOT 51% Q3 FY2025 Adj. EBITDA Margin1 (2)% Q3 FY2025 Organic Revenue Growth Rate1 C$108 mm Q3 FY2025 Revenue C$55 mm Q3 FY2025 Adj. EBITDA1 61% Annual Contracted Revenue2 (Mar 31, 2025) 36% ARR1,3 Under Contract (Mar 31, 2025) Dye & Durham Key Operating Areas Australia UK & ICanada South Africa ~18,000 Customers ~7,800 Customers ~500 Customers ~9,500 Customers APAC Note: All figures in CAD unless otherwise noted. 1) Adjusted EBITDA, Adjusted EBITDA Margin, Organic Revenue Growth Rate, Annual Recurring Revenue, and Leveraged Free Cash Flow are non-IFRS measures. Please see "Non -IFRS Measures. 2) Annual Contracted Revenue includes minimum committed levels of annual recurring revenue (ARR) plus revenue from contracted ov erages and other service agreements. 3) Percent of total estimated billings (excludes TMG and other non -recurring adjustments). ARR is revenue under contract that is ex pected to recur over a fixed term. ARR percentage is determined by taking the total recurring revenue divided by total consolidated revenue for the period (adjusted for in -quarter acquisition and other timing imp acts). C$(22) mm Q3 FY2025 Net loss C$24 mm Q3 FY2025 Leveraged Free Cash Flow1
Page 6
/ 6 ibdroot\projects\IBD-NY\driveins2022\902367_1\Presentations\05. Lender Presentation\DND Private LP - November 2022_v26.pptx When being certain is everything Customer First Winning Back Trust & Growth RESTORING GROWTH & MARKET LEADERSHIP 1 2 3Product Transformation Portfolio Optimization Innovation & Reliability at Scale Focus, Simplification & Capital Discipline Rebuild customer support and account coverage Winning Commercial Offers Regional Management Structure Regional Product Strategy Modernize & Future- Proof Our Key Products Double Down on the Legal Market & Key Geographies Divest Non-Core Assets Talent: Invest in world-class talent and drive effective collaboration and execution OUTCOMES: Accelerate Organic Growth Maintain Adj. EBITDA Margins Drive Strong FCF Conversion TIMELINE: Customer First Product Transformation Portfolio Optimization World Class Go-To-Market Execution Modernize and Future-Proof Product Suite Right Size Portfolio 6 -12 Months 1 - 3 Years 3+ Years Simplify Scale Expand
Page 7
/ 7When being certain is everything VALUE CREATION PLAN – KEY STRATEGIC PILLARS Strategic Pillar Simplify Scale & Expand Intended Outputs Customer First Client Engagement: Re-engaged with thousands of clients to gather feedback and inform strategic decisions and provide winning commercial offers Service Enhancements: Achieved a 75% improvement in email response times and an 85% improvement in phone responsiveness Regional Structure: Implemented a regional organizational model to foster stronger local accountability and client relationships • Organic Go-To-Market strategy, with expanded account coverage • Initiate win-back and cross-sell campaigns to drive growth in high-potential markets across CA, UK, AU • Build and strengthen strategic partnerships to provide new revenue streams in core / adjacent markets Accelerated Sales: Increase new sales NPS Program: Embed customer feedback within the Company, to improve NPS scores Retention Rates: Improve retention rates to drive ARR growth Product Transformation Unity® Interface: Launched a redesigned cloud-based Unity® interface to improve usability and navigation Product Improvements: Delivered over 80 functional enhancements across the product suite Expansion: Launch of our Unity® platform for British Columbia (B.C.) scheduled for Fall 2025 • Launch AI capabilities focused on automation, risk mitigation and workflow optimization • Modernize & future proof practice management suite through SaaS-First strategy improving scalability, security and accessibility • Scale Unity Entity Management solution globally and retire four legacy Entity Management Solutions • Improve customer value through deeper practice management / Search & third-party integrations Deploy Capital: Increase R&D investment to accelerate organic growth and protect market leadership Maintain Margins: Initial investments will trigger adjusted EBITDA margins to 50% - 55% range Portfolio Optimization M&A Activity: Paused all M&A to concentrate on operational execution Asset Review: Initiated evaluation of non-core assets for potential divestiture Financial Discipline: Committed to reducing leverage through meticulous capital allocation • Continue to focus on driving leverage ratio to 3x • Strengthen footprint in core regions Balance Sheet: Leverage Ratio reduction to 3x Enhanced FCF: Available for shareholder return
Page 8
/ 8 When being certain is everything KEY INVESTMENT HIGHLIGHTS Dye & Durham is focused on bringing software capabilities together to provide a single point solution for customers Accelerated adoption of legal technology to improve efficiencies and client service delivery Strategic alignment of growth drivers to industry demand offers a compelling value creation opportunity Growing momentum for streamlined workflows to maximize revenue and save costs Strong demand for central dashboard with single sign-on and software interoperability Dye & Durham Key Growth DriversKey Industry Drivers Growing Contracted Revenue1 Cross-Selling Across Rich Product Offering2 Diversified Revenue Base3
Page 9
/ 9 When being certain is everything Note: Data represents last twelve months ending March 31, 2025. DYE & DURHAM SEGMENT OVERVIEW Legal Software Banking Technology Practice Management Lending TechData Insights & Due Diligence End-to-end practice management software enables legal professionals to work more efficiently and effectively by providing access to mission-critical features and specific workflows required to manage their practice from a single location We connect a global network of professionals with critical information through a mix of public records and proprietary data to create legal due diligence reports that enable users to make informed decisions Our payments infrastructure technology facilitates the transfer of money, offering digital infrastructure to most major Canadian and Australian lenders, providing critical technology and products which support essential functions like payments, information services, property settlements and banking infrastructure Payments Managed Banking Services Revenue by Geography Revenue by Segment Canada South Africa UK & I Australia 58%26% 14% 2% 78% 22% Legal Software Banking Technology
Page 10
When being certain is everything Annualized Contractual Revenue1,2,3,4 (C$ mm) PERFORMANCE: GROWTH IN CONTRACTED REVENUE 1. Annual Recurring Revenue is a non-IFRS measure. Please see "Non -IFRS Measures 2. Annualized figures for each quarter (i.e., quarterly revenue for the period multiplied by 4) 3. Total Revenue does not include TM Group 4. Prior quarters have been restated for comparability purposes • ARR1 of $153.9 million on an annualized basis for Q3 FY25, representing 36% of total revenue. • Q3 FY25 Annual Contract Revenue is 61% of total revenue / 10 1
Page 11
/ 11 When being certain is everything Dye & Durham boasts a diversified revenue model, featuring both transactional revenue streams (billed per matter) beneficial for lawyers, who can disburse fees to clients, and contracted revenue streams ensuring stability and future revenue visibility 1. Annual Recurring Revenue (ARR) is defined as revenue derived from customers with contracts that include a minimum committed l evel (volume or spend) with a fixed term of 12 months or more. 2. Excludes contracts where revenues where previously recognized in a prior quarter based on IFRS 15 HIGHLY ATTRACTIVE & DIVERSIFIED REVENUE MODEL WITH PREDICTABILITY AND SCALE Non- Contracted Transactional Payment per legal matter or transaction Contracted Transactional Represents actual revenue usage above minimum spend contracts and transactional revenue generated under service agreements ARR1 – Subscription2 and Minimum Spend Contracts Subscription Contracts: Monthly subscription per user, generally 3-year contract term Minimum Spend Contracts: Monthly minimum spend commitments, generally 3-year contract term Breakdown of Revenue Model – Q3 FY2025 1 2 3 Contracted 61%n Subscription 11% Non-Contracted Transactional 39% Minimum spend 25% Contracted Transactional 25%
Page 12
When being certain is everything PERFORMANCE: QUARTERLY FINANCIALS Revenue (C$ mm) Adjusted EBITDA1 (C$ mm) • Revenue increase of 1% in Q3 FY2025 YoY driven by growth in Banking Technology, offset partially by decrease from revenue adjustments in Legal Technology • Consistent Adjusted EBITDA Margins1 of mid 50% (Q3 FY25: 51%) demonstrate scalability of platform / 121. Adjusted EBITDA and Adjusted EBITDA Margin are a non-IFRS measures. Please see "Non-IFRS Measures” 2. Excludes TM Group for comparability purposes. Y-o-Y Growth (last 4 Quarters) (2) 15% 5% 10% 1% Y-o-Y Growth/(decline) (last 4 Quarters) (2) 9% (3)% 11% (8)% 104.8 114.1 110.2 107.3 120.1 119.9 120.7 108.3 15.4 6.0 120.2 120.1 110.2 107.3 120.1 119.9 120.7 108.3 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Core TMG 63.4 67.8 60.0 59.8 69.0 65.8 66.5 55.2 2.3 0.9 65.7 68.7 60.0 59.8 69.0 65.8 66.5 55.2 55% 57% 54% 56% 57% 55% 55% 51% Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Core TMG EBITDA Margin % 65.9
Page 13
When being certain is everything 13 Note: All figures in CAD unless otherwise noted 1. Leveraged Free Cash Flow is a non-IFRS measure. Please see "Non-IFRS Measures LEVERAGED FREE CASH FLOW REBOUNDS IN Q3 FY25 / 13 Q3 FY25 cash flow rebounded to $24M inline with expectations. YoY Q3 net cash from operations grew by $10M, while leveraged free cash flow grew by $32M. 1 One Time Charges affecting Q2 FY25 leveraged Free Cash Flow
Page 14
/ 14 When being certain is everything Organic Revenue Growth2 MANAGEMENT OUTLOOK: STRONG FREE CASH CONVERSION TO DRIVE DE-LEVERING 3%(11%) High single digits+3% 55%54% 50 - 55%56% 6%7% 5-7%9% 64%58% 85%+70% LTM March 2025FY2023 Long Term1,5FY2024 Adj. EBITDA Margin2 Capex3 as % of Revenue Adj. EBITDA / Cash Flow from Operations Note: 1. 3+ years time horizon 2. Organic revenue growth and Adj. EBITDA Margin are Non -IFRS measure. Please see “Non -IFRS measures” 3. Capex includes additions to intangible assets and purchase of property and equipment 4. NTM relative to LTM March 2025 5. This may constitute forward-looking information. Please see "Forward -Looking Statements” Long-term plan focused on organic growth, driving free cash flow and debt repayment until leverage is below 3x net debt / EBITDA Reinvestment in front office capabilities including go-to- market, increased support and service teams Repurpose spend from global scale projects into local primary market focus Significant improvement in Adj. EBTIDA cash conversion through: i) material reduction in Acq., restructuring and other charges, and ii) working capital flowthrough from accrued AR $40M+ reduction in acquisition, restructuring and other costs $5M - $10M reduction in net interest paid Near Term4,5
Page 15
When being certain is everything / 15 When being certain is everything 15 APPENDIX
Page 16
When being certain is everything / 16 Net Income to Adjusted EBITDA 1. Represents a non-IFRS measure. See “Cautionary Note Regarding Non-IFRS Measures”. 2. Stock-based compensation represents expenditures recognized in connection with stock options issued to employees and directors and cash settled share appreciation rights issued to directors and other related costs. 3. Acquisition, restructuring, and other costs relates mainly to Chief Executive Officer separation costs, professional fees, and integration costs incurred in connection with acquisition, divesture, listing and reorganization related expenses. Restructuring expenses mainly represent employee exit costs as a result of synergies created due to business combinations and organizational changes and are expected to be paid within the fiscal year. 4. Salaries synergies relate to the impact of the full period of cost synergies related to the actual or planned reduction of employees in relation to acquisitions. ADJUSTED EBITDA RECONCILIATION ($C 000's) Three months ended March 31, 2025 Three months ended March 31, 2024 Twelve months ended June 30, 2024 Twelve months ended June 30, 2023 Income (loss) for the period (21,775) (21,063) (174,348) (170,643) Amortization and depreciation 41,064 39,822 168,812 151,129 Finance costs 31,562 30,053 227,915 131,866 Income tax recovery (7,027) (6,495) (33,577) (23,207) EBITDA1 43,824 42,317 188,802 89,145 Loss on assets held for sale -- -- 13,139 66,716 Stock-based compensation2 147 10,356 27,016 28,767 Acquisition, restructuring and other costs3 10,950 7,090 24,226 59,146 Salaries synergies4 328 -- 4,288 -- Adjusted EBITDA1 55,249 59,763 257,471 243,774
Page 17
When being certain is everything / 17 RECONCILIATIONS ($C millions) Three months ended March 31, 2025 Revenue 108.3 Pre-Acquisition Reporting Results1 (3.0) Organic Revenue2 105.4 Prior Year Revenue Excluding Divestments, Pre-acquisition Reporting Results 107.3 Organic Revenue Growth2 (2)% ($C millions) Three months ended March 31, 2025 Three months ended March 31, 2024 Net Cash Provided By Operating Activities 29.4 35.0 Add back: Contingent consideration paid (within operation activities) 12.3 -- Additions To Intangible Assets (3.7) (5.8) Purchases Of Property And Equipment (0.6) (1.3) Net Interest Paid (11.2) (33.4) Payments For Lease Obligations (1.7) (1.7) Leveraged Free Cash Flow 2,3 24.5 (7.1) Organic Revenue Reconciliation Leveraged Free Cash Flow Reconciliation ($C millions) Except per share amounts Three months ended March 31, 2025 Three months ended March 31, 2024 Net Loss for the Period (21.8) (34.8) Amortization of acquired Intangible Assets 23.7 22.1 Stock-based compensation4 0.1 10.4 Finance Costs 23.2 22.1 Adjusted Finance Costs (24.1) (26.0) Acquisition, restructuring and other costs5 8.3 5.2 Other Tax impacts of the Able Items -- -- Adjusted Net Income2 9.4 11.8 Weighted Average Number of Shares Outstanding Basic Diluted 67.2 67.2 62.0 62.2 Basic Adjusted Net Income per Share 0.14 0.19 Diluted Adjusted Net Income per Share 0.14 0.19 Adjusted Net income 1. Pre-acquisition quarterly revenue of those acquisitions executed in the last twelve months period. 2. Represents a non-IFRS measure. See “Cautionary Note Regarding Non-IFRS Measures” in Dye & Durham's most recent MD&A, which is available on SEDAR+ at www.sedarplus.ca. 3. “Leveraged Free Cash Flow” means net cash provided by operating activities excluding any contingent consideration paid, less additions to intangible assets and property (including capitalized software) less net interest paid and payments under lease arrangements. In this quarter, we refined the definition of Leveraged Free Cash Flow to provide more clarity on its components. Specifically, we now explicitly state that contingent consideration irrespective of cash flow presentation is excluded, although this has been our consistent practice historically. This clarification does not impact previously reported figures. 4. Stock-based compensation represents expenditures recognized in connection with stock options issued to employees and directors and cash settled share appreciation rights issued to directors and other related costs. 5. Acquisition, restructuring, and other costs relates mainly to Chief Executive Officer [“CEO”] separation costs, professional fees, and integration costs incurred in connection with acquisition, divesture, listing and reorganization related expenses. Restructuring expenses mainly represent employee exit costs as a result of synergies created due to business combinations and organizational changes and are expected to be paid within the fiscal year.