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Tecsys Inc. Management Reports 2025
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2nd Quarter
Fiscal 2026 Report
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tecsys
Management's Discussion and Analysis of Financial Condition and Results of Operations
This Management Discussion and Analysis ("MD&A") dated December 3, 2025, comments on our operations, financial performance and financial condition as at and for the three and six-month periods ended October 31, 2025 and October 31, 2024 and should be read in conjunction with the unaudited condensed interim consolidated financial statements of Tecsys Inc. ("Tecsys", the "Company") and Notes thereto and the annual report for the year ended April 30, 2025. The Company's second quarter of fiscal year 2026 ended on October 31, 2025.
The Company prepares its Financial Statements in accordance with IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). The Financial Statements are prepared by and are the responsibility of the Company's Management.
This document and the consolidated financial statements are expressed in Canadian dollars unless otherwise indicated. The functional currency of the Company and its subsidiaries is the Canadian dollar with the exception of its Danish subsidiaries whose functional currency is the Danish kroner.
The Financial Statements were authorized for issue by the Board of Directors on December 3, 2025. Additional information about Tecsys Inc., including copies of the continuous disclosure materials such as the annual information form and the management proxy circular, can be obtained from SEDAR+ at www.sedarplus.ca.
Forward-Looking Information
This management's discussion and analysis contains "forward-looking information" within the meaning of applicable securities legislation. Although the forward-looking information is based on what the Company believes are reasonable assumptions, current expectations, and estimates, investors are cautioned from placing undue reliance on this information since actual results may vary from the forward-looking information. Forward-looking information may be identified by the use of forward-looking terminology such as "believe", "intend", "may", "will", "expect", "estimate", "anticipate", "continue" or similar terms, variations of those terms or the negative of those terms, and the use of the conditional tense as well as similar expressions.
Such forward-looking information that is not historical fact, including statements based on management's belief and assumptions, cannot be considered as guarantees of future performance. They are subject to a number of risks and uncertainties, including but not limited to future economic conditions, the markets that the Company serves, the actions of competitors, major new technological trends, and other factors, many of which are beyond the Company's control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. The Company undertakes no obligation to update publicly any forward-looking information whether as a result of new information, future events or otherwise other than as required by applicable legislation. Important risk factors that may affect these expectations include, but are not limited to, the factors described under the section "Risks and Uncertainties" in the Company's annual report for the year ended April 30, 2025.
Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this management discussion and analysis. Such statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to, assumptions about: (i) competitive environment; (ii) operating risks; (iii) the Company's management and employees; (iv) capital investment by the Company's customers; (v) customer project implementations; (vi) liquidity; (vii) current global financial and geopolitical conditions; (viii) implementation of the Company's commercial strategic plan; (ix) credit; (x) potential product liabilities and other lawsuits to which the Company may be subject; (xi) additional financing and dilution; (xii) market liquidity of the Company's common shares; (xiii) development of new products; (xiv) intellectual property and other proprietary rights; (xv) acquisition and expansion; (xvi) foreign currency; (xvii) interest rates; (xviii) technology and regulatory changes; (xix) internal information technology infrastructure and applications; (xx) cyber security; (xxi) the impact of ongoing international trade tensions; and (xxii) rapid developments in artificial intelligence (AI).
1
Use of non-IFRS Performance Measures
The Company uses certain non-IFRS financial performance measures in its MD&A and other communications which are described in the "Non-IFRS Performance Measures" section of this MD&A. The non-IFRS measures do not have any standardized meaning prescribed by IFRS and may not be comparable to similarly titled measures reported by other companies. Readers are cautioned that the disclosure of these metrics is meant to add to, and not to replace, the discussion of financial results determined in accordance with IFRS. Management uses both IFRS and non-IFRS measures when planning, monitoring and evaluating the Company's performance.
Overview
Tecsys is a global provider of cloud-based supply chain solutions that enable growth and agility across modern supply chains for competitive advantage. Tecsys caters to multiple complex, regulated and high-volume distribution industries. The Company's solutions include enterprise resource planning, warehouse management, distribution and transportation management, supply management at point of use, order management and fulfillment, financial management and analytics.
Customers running on Tecsys' supply chain platform have confidence they can execute with consistency, regardless of business fluctuations or changes in technology. As their businesses grow more complex, organizations operating on a Tecsys platform can adapt and scale to business needs or size, enabling them to expand and collaborate with customers, suppliers and partners as one borderless enterprise. The platform allows organizations to transform their supply chains for agility and performance at the speed that their growth requires. From demand planning to demand fulfillment, Tecsys puts power into the hands of both front-line workers and back-office planners, enabling business leaders to establish sustainable and scalable logistics so they can focus on the future of their products, services and people, not on their operational challenges.
The Company's customers consist primarily of healthcare and life sciences organizations, both providers and suppliers, in addition to customers requiring a high level of agility and control over their supply chains. These include retailers, third-party logistics providers, industrial and service parts distributors, and other high-volume distribution organizations. It serves a number of marquee brands located in the U.S., Canada, Europe and Australia, and continues to expand its global footprint across its principal markets.
The Company has five principal sources of revenue:
- Software as a service ("SaaS") subscription; the Company generates revenue from proprietary software under a SaaS model. SaaS subscriptions represent the right to access our software platform in a managed environment for a period of time. The Company enters into SaaS subscription agreements that are typically multi-year performance obligations with original contract terms of three to five years with auto-renewal provisions;
- Maintenance and support, which derives largely from the Company's legacy perpetual license installed base. Revenue from maintenance and support also results from selling hardware with attached maintenance which is part of our continuing business model. The Company enters into maintenance and support contracts that typically have an original term of one year and are subject to annual renewal;
- Professional services, including implementation, consulting and training services provided to customers, as well as reimbursable expenses;
- Licenses, including proprietary software as well as third-party software; and
- Hardware, including third-party hardware products and proprietary technology products.
2
The revenue mix for the three and six months ended October 31, 2025 and 2024 is as follows:
| Revenue Mix % | Three Months Ended October 31, | Six Months Ended October 31, | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| SaaS | 40% | 38% | 41% | 37% |
| Maintenance and support | 16% | 18% | 17% | 19% |
| Professional services | 35% | 33% | 35% | 33% |
| License | 0% | 1% | 0% | 2% |
| Hardware | 9% | 10% | 7% | 9% |
Tecsys expects SaaS revenue to continue to grow over time. Revenue from maintenance and support services relate in large part to our prior business model of selling perpetual licenses with attached maintenance and support fees. Revenue from maintenance and support services also results from selling hardware with attached maintenance which is part of our continuing business model. The Company expects maintenance and support services revenue to generally decline over time as new customers acquire SaaS subscriptions and existing customers eventually migrate to SaaS.
Key Performance Indicators ("KPI")
The Company uses certain key performance indicators in its MD&A and other communications which are described in the following section. These key performance indicators do not have any standardized meaning prescribed by IFRS and therefore may not be comparable to similarly titled indicators reported by other companies and cannot be reconciled to a directly comparable IFRS measure. Readers are cautioned that the disclosure of these metrics are meant to add to, and not to replace, the discussion of financial results determined in accordance with IFRS. Management uses IFRS and Non-IFRS measures as well as key performance indicators when planning, monitoring and evaluating the Company's performance.
Recurring Revenue and Backlog
Because SaaS is our primary growth driver and continues to represent a larger share of total revenue, management has refined its key performance indicators to focus on SaaS Annual Recurring Revenue ("SaaS ARR") rather than total ARR. SaaS ARR is defined as the contractually committed purchase of SaaS over the next twelve months. The quantification assumes that customers will renew their contractual commitments as they come up for renewal unless they have cancelled. This portion of revenue is predictable and stable, making SaaS ARR a strong leading indicator of near-term SaaS revenue. It is also a widely used metric to assess future revenue potential. As a result, SaaS ARR has also replaced SaaS bookings as a KPI.
Management uses SaaS Remaining Performance Obligation ("SaaS RPO") as a KPI. Our SaaS subscription agreements typically span three to five years, creating multi-year performance obligations. SaaS RPO reflects contracted revenue expected to be recognized in future periods from obligations that are unsatisfied or partially satisfied at the reporting date. Unlike SaaS ARR, which provides a one-year view, SaaS RPO captures the longer-term revenue visibility of our SaaS contracts.
For Professional Services, management relies on Professional Services Backlog as an indicator of near-term revenue potential. Professional Services Backlog refers to the value of contracted revenue that is not yet recognized. Given the inherent variability in quarterly bookings, and the stronger predictive value of backlog, Professional Services Backlog has replaced Professional Services bookings as the relevant KPI.
| (in thousands of CAD) | October 31, 2025 | April 30, 2025 | April 30, 2024 | Q2 FY26 LTM Change % |
|---|---|---|---|---|
| SaaS ARR | $ 81,072 | $ 76,515 | $ 63,442 | 16% |
| SaaS RPO | 240,358 | 216,657 | 196,940 | 18% |
| Professional Services Backlog | 39,249 | 48,949 | 32,146 | 14% |
At October 31, 2025, the Company's SaaS ARR reached $81.1 million, reflecting a 16% increase year-over-year. The Elite™ Supply Chain Platform SaaS ARR, our core product and the predominant contributor to total SaaS ARR, grew by 21% over the same period.
Sequentially, SaaS ARR increased by $1.8 million in Q2 Fiscal 2026 compared to the prior quarter, as new bookings and the favorable impact from foreign exchange were partially offset by attrition among a small group of non-core customers.
Momentum from cumulative Elite™ SaaS bookings and renewals continues to translate into growth in SaaS RPO which was up 18% compared to Q2 Fiscal 2025. Professional Services Backlog remained robust in Q2 Fiscal 2026, up 14% compared to Q2 last year, but down 10% sequentially from the prior quarter after record professional services revenue in Q2 Fiscal 2026.
Results of Operations
The following table presents a summary of the results of operations:
| (in thousands of CAD, except earnings per share) | Three Months Ended October 31, | Six Months Ended October 31, | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Statement of Operations | ||||
| Revenue | $ 48,641 | $ 42,442 | $ 94,601 | $ 84,718 |
| Cost of revenue | 23,287 | 21,994 | 45,679 | 44,542 |
| Gross profit | 25,354 | 20,448 | 48,922 | 40,176 |
| Operating expenses | 22,625 | 19,456 | 44,830 | 38,117 |
| Profit from operations | 2,729 | 992 | 4,092 | 2,059 |
| Other income | 187 | 193 | 211 | 360 |
| Profit before income taxes | $ 2,916 | $ 1,185 | $ 4,303 | $ 2,419 |
| Income tax expense | 1,150 | 427 | 1,775 | 863 |
| Net Profit | $ 1,766 | $ 758 | $ 2,528 | $ 1,556 |
| Adjusted EBITDA¹ | $ 5,040 | $ 2,942 | $ 8,254 | $ 5,533 |
| Basic earnings per share | $ 0.12 | $ 0.05 | $ 0.17 | $ 0.11 |
| Diluted earnings per share | $ 0.12 | $ 0.05 | $ 0.17 | $ 0.10 |
Non-IFRS Performance Measures
The terms and definitions of the non-IFRS measures used in this MD&A are provided below. These non-IFRS measures do not have any standardized meanings prescribed by IFRS and may not be comparable to similar measures presented by other companies. Accordingly, they should not be considered in isolation.
EBITDA and Adjusted EBITDA
EBITDA is calculated as earnings before interest expense, interest income, income taxes, depreciation and amortization. Adjusted EBITDA is calculated as EBITDA before stock-based compensation and restructuring costs. The exclusion of interest expense, interest income, income taxes and restructuring costs eliminates the impact on earnings derived from non-operational activities and non-recurring items, and the exclusion of depreciation, amortization and stock-based compensation eliminates the non-cash impact of these items.
The Company believes that these measures are useful measures of financial performance without the variation caused by the impacts of the items described above and that could potentially distort the analysis of trends in our operating performance. In addition, they are commonly used by investors and analysts to measure a company's performance,
¹ Refer to section "Non-IFRS Performance Measures" for definition.
its ability to service debt and to meet other payment obligations, or as a common valuation measurement. Excluding these items does not imply that they are necessarily non-recurring. Management believes these non-IFRS financial measures, in addition to conventional measures prepared in accordance with IFRS, enable investors to evaluate the Company's operating results, underlying performance and future prospects in a manner similar to management. Although EBITDA and Adjusted EBITDA are frequently used by securities analysts, lenders and others in their evaluation of companies, they have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of the Company's results as reported under IFRS.
The reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable IFRS measure is provided below.
| (in thousands of CAD) | Three Months Ended October 31, | Six Months Ended October 31, | ||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net Profit for the period | $ 1,766 | $ 758 | $ 2,528 | $ 1,556 |
| Adjustments for: | ||||
| Depreciation of property and equipment and right-of-use assets | 332 | 377 | 661 | 748 |
| Amortization of deferred development costs | 281 | 198 | 562 | 395 |
| Amortization of other intangible assets | 529 | 328 | 1,072 | 662 |
| Interest expense | 7 | 24 | 18 | 49 |
| Interest income | (98) | (163) | (219) | (380) |
| Income taxes | 1,150 | 427 | 1,775 | 863 |
| EBITDA | $ 3,967 | $ 1,949 | $ 6,397 | $ 3,893 |
| Adjustments for: | ||||
| Stock based compensation | 1,073 | 993 | 1,857 | 1,640 |
| Adjusted EBITDA² | $ 5,040 | $ 2,942 | $ 8,254 | $ 5,533 |
Constant currency
Financial results at constant currency allow results to be viewed without the impact of fluctuations in foreign currency exchange rates, thereby facilitating period-to-period comparisons in the analysis of trends in business performance. Financial results at constant currency are obtained by translating prior period results denominated in U.S. dollars and Danish kroner at the foreign exchange rates of the current period. Current period foreign exchange rates used in the constant currency translation include the impact of designated U.S. dollar revenue hedges.
Revenue
| (in thousands of CAD) | Three Months Ended October 31, | Six Months Ended October 31, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | Change % | 2025 | 2024 | Change % | |
| SaaS | $ 19,654 | $ 16,130 | 22% | $ 38,793 | $ 31,444 | 23% |
| Maintenance and support | 7,702 | 7,703 | 0% | 15,559 | 16,418 | -5% |
| Professional services | 17,000 | 14,145 | 20% | 33,039 | 27,532 | 20% |
| License | 93 | 444 | -79% | 182 | 1,305 | -86% |
| Hardware | 4,192 | 4,020 | 4% | 7,028 | 8,019 | -12% |
| Total Revenue | $ 48,641 | $ 42,442 | 15% | $ 94,601 | $ 84,718 | 12% |
2 Refer to section "Non-IFRS Performance Measures" for definition.
Total revenue for the three and six months ended October 31, 2025, was $48.6 million and $94.6 million, respectively, an increase of $6.2 million and $9.9 million compared to the same periods last year.
On a constant currency basis, total revenue for the three and six months ended October 31, 2025 grew by approximately 13% and 10% year-over-year, respectively, compared to the same periods last year.
For the second quarter of Fiscal 2026, total revenue excluding hardware increased by 16% year-over-year (14% on a constant currency basis). For the first half of Fiscal 2026, total revenue excluding hardware increased by 14% year-over-year (13% on a constant currency basis).
In Q2 Fiscal 2026, 75% of the Company's revenues were generated in U.S. dollars (73% in Q2 Fiscal 2025). The U.S. dollar averaged CA$1.3876 compared to CA$1.3650 last year. The stronger U.S. dollar, combined with partial hedging of U.S revenue, resulted in a net favorable foreign currency related revenue variance of $0.8 million compared to Q2 Fiscal 2025.
During the first half of Fiscal 2026, 73% of the Company's revenues were generated in U.S. dollars (72% in the same period of Fiscal 2025). The U.S. dollar averaged CA$1.3809 compared to CA$1.3673 last year. The stronger U.S. dollar, combined with partial hedging of U.S revenue, resulted in a net favorable foreign currency related revenue variance of $0.9 million compared to the same period of Fiscal 2025.
SaaS revenue
SaaS revenue in the second quarter of Fiscal 2026 was $19.7 million, up $3.5 million compared to the second quarter of Fiscal 2025.
On a constant currency basis, SaaS revenue in the second quarter of Fiscal 2026 increased by approximately 20% compared to the same period in Fiscal 2025.
SaaS revenue in the first half of Fiscal 2026 was $38.8 million, up $7.3 million compared to the same period last year. The increase is driven by new SaaS revenue from recent bookings.
On a constant currency basis, SaaS revenue in the first half of Fiscal 2026 increased by approximately 22% compared to the same period in Fiscal 2025.
Maintenance and support revenue
Maintenance and support revenue for the three months ended October 31, 2025 was $7.7 million, flat compared to the same period of Fiscal 2025.
Maintenance and support revenue for the six months ended October 31, 2025 was $15.6 million, down $0.9 million compared to the same period of Fiscal 2025.
The Company expects maintenance and support revenue to generally decline over time as new customers acquire SaaS subscriptions and existing customers eventually migrate to SaaS.
Professional services revenue
Professional services revenue for the three months ended October 31, 2025 was $17.0 million, up $2.9 million compared to the same period of Fiscal 2025. Professional services revenue growth was underpinned by a robust backlog entering the quarter and reinforced by ongoing momentum in implementation demand.
On a constant currency basis, professional services revenue in the second quarter of Fiscal 2026 increased by approximately 18% compared to the same period in Fiscal 2025.
Professional services revenue for the six months ended October 31, 2025 was $33.0 million, up $5.5 million compared to the same period of Fiscal 2025.
On a constant currency basis, professional services revenue in the first half of Fiscal 2026 increased by approximately 18% compared to the same period in Fiscal 2025.
5
License revenue
In the second quarter of Fiscal 2026, license revenue was $0.1 million, down $0.4 million compared to the same period of Fiscal 2025.
In the six months ended October 31, 2025, license revenue was $0.2 million, down $1.1 million compared to the same period of Fiscal 2025. The decline was driven by lower third party license revenue.
Hardware revenue
Hardware revenue for the three months ended October 31, 2025, was $4.2 million, up $0.2 million compared to the same period last year.
Hardware revenue for the six months ended October 31, 2025, was $7.0 million, down $1.0 million compared to the same period last year. While hardware revenue tends to be uneven, it is a key component of our market offering and thereby supports our recurring revenue business.
Cost of Revenue and Gross Profit
| (in thousands of CAD) | Three Months Ended October 31, | Six Months Ended October 31, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | Change % | 2025 | 2024 | Change % | |
| Cost of revenue: | ||||||
| SaaS, maintenance, support and professional services | $ 19,923 | $ 18,586 | 7% | $ 40,105 | $ 37,577 | 7% |
| License and hardware | 3,364 | 3,408 | -1% | 5,574 | 6,965 | -20% |
| Total cost of revenue | 23,287 | 21,994 | 6% | 45,679 | 44,542 | 3% |
| Gross profit & gross profit margin: | ||||||
| SaaS, maintenance, support and professional services gross profit | $ 24,433 | $ 19,392 | 26% | $ 47,286 | $ 37,817 | 25% |
| Gross profit margin | 55% | 51% | 54% | 50% | ||
| License and hardware gross profit | $ 921 | $ 1,056 | -13% | $ 1,636 | $ 2,359 | -31% |
| Gross profit margin | 21% | 24% | 23% | 25% | ||
| Total gross profit | $ 25,354 | $ 20,448 | 24% | $ 48,922 | $ 40,176 | 22% |
| Total gross profit margin | 52% | 48% | 52% | 47% |
Total cost of revenue for the second quarter and first half of Fiscal 2026 was $23.3 million and $45.7 million, respectively, an increase of $1.3 million and $1.1 million, respectively, compared to the same periods in Fiscal 2025. The increase is driven by higher SaaS, maintenance, support and professional services costs, partly offset by lower license and hardware costs associated with lower revenue.
For the second quarter and first half of Fiscal 2026, the cost of SaaS, maintenance, support and professional services increased to $19.9 million and $40.1 million, respectively, compared to $18.6 million and $37.6 million, respectively for the same periods in Fiscal 2025. The increase in SaaS, maintenance, support and professional services costs was driven by increased direct costs from revenue growth, including higher employee costs and public cloud infrastructure costs. For the second quarter and first half of Fiscal 2026, the cost of SaaS, maintenance, support and professional services included tax credits of $1.0 million and $1.5 million, respectively, compared to $0.8 million and $1.4 million, respectively, for the same periods in Fiscal 2025.
In the second quarter of Fiscal 2026, gross profit was $25.4 million, up $4.9 million compared to the same period in Fiscal 2025. In the first half of Fiscal 2026, gross profit was $48.9 million, up $8.7 million compared to the same
period in Fiscal 2025. The increase in gross profit in both the second quarter and first half of Fiscal 2026 was driven by higher SaaS, maintenance, support and professional services gross profit contribution.
As a percentage of revenue, total gross profit margin for the three months ended October 31, 2025 was 52% compared to 48% for the same period in Fiscal 2025. For the six months ended October 31, 2025, total gross profit margin was 52% compared to 47% for the same period of Fiscal 2025. SaaS margin expansion and higher professional services margins were the key drivers of increased gross profit margin in the second quarter and first half of Fiscal 2026.
License and hardware gross profit margin for the three months ended October 31, 2025 was 21% compared to 24% for the same period in Fiscal 2025. For the first half of Fiscal 2026, license and hardware gross profit margin was 23% compared to 25% for the same period of Fiscal 2025. The decline in license and hardware gross profit margin was driven by a greater proportion of lower-margin hardware revenue.
Operating Expenses
| (in thousands of CAD) | Three Months Ended October 31, | Six Months Ended October 31, | ||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | Change % | 2025 | 2024 | Change % | |
| Sales and marketing expenses | $ 9,908 | $ 9,052 | 9% | $ 20,224 | $ 17,404 | 16% |
| As a percentage of Total Revenue | 20% | 21% | 21% | 21% | ||
| General and administration expenses | 4,022 | 3,199 | 26% | 7,407 | 6,177 | 20% |
| As a percentage of Total Revenue | 8% | 8% | 8% | 7% | ||
| Research and development expenses, net of tax credits | 8,695 | 7,205 | 21% | 17,199 | 14,536 | 18% |
| As a percentage of Total Revenue | 18% | 17% | 18% | 17% | ||
| Total operating expenses | $ 22,625 | $ 19,456 | 16% | $ 44,830 | $ 38,117 | 18% |
| As a percentage of Total Revenue | 47% | 46% | 47% | 45% |
Total operating expenses for the three and six months ended October 31, 2025 were $22.6 million and $44.8 million, respectively, an increase of $3.2 million and $6.7 million, respectively, compared to the same periods in Fiscal 2025. During the three and six months ended October 31, 2025, foreign exchange had an unfavorable impact on expenses of $0.3 million, when compared to the same periods in Fiscal 2025.
Sales and marketing expenses
Sales and marketing expenses for the three months ended October 31, 2025 were $9.9 million, an increase of $0.9 million compared to the same period in Fiscal 2025. The increase is mainly attributed to higher personnel costs, amortization of intangible assets (acquired customer contracts; refer to Note 3 of the condensed interim consolidated financial statements) and marketing programs.
Sales and marketing expenses for the six months ended October 31, 2025 were $20.2 million, an increase of $2.8 million compared to the same period in Fiscal 2025. The increase was primarily driven by higher personnel costs, user conference costs and marketing programs and amortization of intangible assets.
General and administrative expenses
General and administrative expenses for the second quarter of Fiscal 2026 were $4.0 million, an increase of $0.8 million when compared to the same period in Fiscal 2025. General and administrative expenses for the six months ended October 31, 2025 were $7.4 million, an increase of $1.2 million compared to the same period in Fiscal 2025.
The increase resulted primarily from higher bad debt expense recognized in the second quarter as well as higher personnel costs and professional fees.
Net R&D expenses
Net R&D expenses for the three months ended October 31, 2025 were $8.7 million, an increase of $1.5 million from the same period last year. Net R&D expenses for the first half of Fiscal 2026 were $17.2 million, an increase of $2.7 million from the same period last year. The increase resulted primarily from higher personnel costs and other R&D costs.
For the three and six months ended October 31, 2025, the Company deferred development costs of $0.4 million and $0.9 million, respectively, flat compared to the same periods in Fiscal 2025. In the second quarter of Fiscal 2026, the Company amortized deferred development costs of $0.3 million compared to $0.2 million in the same period of Fiscal 2025. In the first half of Fiscal 2026, the Company amortized deferred development costs of $0.6 million in comparison to $0.4 million for the same period last year.
In the second quarter of Fiscal 2026 and Fiscal 2025, the Company recorded R&D tax credits and e-business tax credits of $1.0 million. In the first half of Fiscal 2026, the Company recorded R&D tax credits and e-business tax credits of $2.0 million compared to $1.9 million in the same period last year.
Other Income and Income Tax Expense
| Three Months Ended October 31, | Six Months Ended October 31, | |||
|---|---|---|---|---|
| (in thousands of CAD) | 2025 | 2024 | 2025 | 2024 |
| Other income | $ 187 | $ 193 | $ 211 | $ 360 |
| Income Tax Expense | 1,150 | 427 | 1,775 | 863 |
| Income Tax Expense as a percentage of profit before income taxes | 39% | 36% | 41% | 36% |
Other costs and income for the three and six months ended October 31, 2025 consisted primarily of interest income on short-term investments and foreign exchange gain.
Income tax expense for the three and six months ended October 31, 2025 increased by $0.7 million and $0.9 million, respectively, compared to the same periods last year. The increase in income tax expense is due primarily to higher pre-tax profits in the current periods.
Net Profit
| (in thousands of CAD, except earnings per share) | Three Months Ended October 31, | Six Months Ended October 31, | |||||
|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change % | 2025 | 2024 | Change % | ||
| Net Profit | $ | 1,766 | $ 758 | 133% | $ 2,528 | $ 1,556 | 62% |
| Adjusted EBITDA³ | $ | 5,040 | $ 2,942 | 71% | $ 8,254 | $ 5,533 | 49% |
| Basic earnings per share | $ | 0.12 | $ 0.05 | 140% | $ 0.17 | $ 0.11 | 55% |
| Diluted earnings per share | $ | 0.12 | $ 0.05 | 140% | $ 0.17 | $ 0.10 | 70% |
Net profit, Adjusted EBITDA and earnings per share for the second quarter and first half of Fiscal 2026 benefited
³ Refer to section "Non-IFRS Performance Measures" for definition.
from higher contributions from SaaS and professional services, partially offset by increased operating expenses. Net profit and earnings per share were affected by higher amortization of acquired intangible assets, stock-based compensation expense and income tax expense compared to the same periods last year. In Q2 Fiscal 2026, foreign exchange had a favorable impact of $0.5 million on net profit, Adjusted EBITDA and earnings per share compared to the same period last year. In the first half of Fiscal 2026, foreign exchange had a favorable impact of $0.6 million on net profit, Adjusted EBITDA and earnings per share compared to the same period last year.
Quarterly Selected Financial Data
The following table summarizes selected results for the eight most recently completed quarters to October 31, 2025:
| (in thousands of CAD, except earnings per share) | FY 2026 | FY 2025 | FY 2024 | |||||
|---|---|---|---|---|---|---|---|---|
| Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 | |
| SaaS revenue | $ 19,654 | $ 19,139 | $ 18,375 | $ 17,252 | $ 16,130 | $ 15,314 | $ 14,191 | $ 14,160 |
| Total revenue | 48,641 | 45,960 | 46,555 | 45,181 | 42,442 | 42,276 | 43,955 | 43,823 |
| Net Profit | 1,766 | 762 | 1,710 | 1,193 | 758 | 798 | 259 | 759 |
| Comprehensive income (loss) | 821 | 12 | 9,858 | (4,085) | 410 | 935 | (1,826) | 4,770 |
| Adjusted EBITDA³ | 5,040 | 3,214 | 4,305 | 3,535 | 2,942 | 2,591 | 2,780 | 2,640 |
| Basic earnings per share | $ 0.12 | $ 0.05 | $ 0.12 | $ 0.08 | $ 0.05 | $ 0.05 | $ 0.02 | $ 0.05 |
| Diluted earnings per share | $ 0.12 | $ 0.05 | $ 0.11 | $ 0.08 | $ 0.05 | $ 0.05 | $ 0.02 | $ 0.05 |
SaaS revenue has shown sustained growth over the last eight quarters. Total revenue growth during this period has been impacted by fluctuations in professional services revenue and hardware revenue and a general decline in legacy maintenance & support revenue and license revenue as the business model shifts to SaaS. Comprehensive income (loss) is impacted by foreign exchange movements resulting from revenue hedging.
Liquidity and Capital Resources
| (in thousands of CAD) | October 31, 2025 | April 30, 2025 |
|---|---|---|
| Current assets | $ 80,588 | $ 89,904 |
| Current liabilities | $ 64,314 | $ 67,982 |
On October 31, 2025, current assets totaled $80.6 million, down $9.3 million, compared to $89.9 million at the end of Fiscal 2025. The decrease is mainly due to cash and cash equivalents as further described below.
Current liabilities on October 31, 2025, totaled $64.3 million, down $3.7 million, compared to $68.0 million at the end of Fiscal 2025. The decrease is mainly due to deferred revenue and accounts payable and accrued liabilities.
| (in thousands of CAD) | October 31, 2025 | April 30, 2025 |
|---|---|---|
| Cash and cash equivalents | $ 18,560 | $ 27,580 |
| Short-term investments | 11,908 | 11,712 |
| $ 30,468 | $ 39,292 |
Cash and cash equivalents combined with short-term investments decreased by $8.8 million to $30.5 million compared to $39.3 million at the end of Fiscal 2025. The decrease is mainly due to (1) cash outflows from share
repurchases under our Normal Course Issuer Bid, (2) payment of dividends, (3) acquisition of intangible assets, (4) investment in property and equipment primarily related to our new Montreal office, and (5) investment in deferred development costs partially offset by cash inflows from operating activities.
| Three Months Ended October 31, | Six Months Ended October 31, | |||
|---|---|---|---|---|
| Cash inflow (outflow) by activity (in thousands of CAD) | 2025 | 2024 | 2025 | 2024 |
| Operating Activities | $ 5,810 | $ 6,128 | $ 1,153 | $ 223 |
| Financing Activities | (5,527) | (4,377) | (6,233) | (6,534) |
| Investing Activities | (901) | 4,392 | (3,940) | 4,303 |
| Net cash (outflows) inflows | $ (618) | $ 6,143 | $ (9,020) | $ (2,008) |
Operating Activities
Operating activities provided $5.8 million of cash in the second quarter of Fiscal 2026 in comparison to $6.1 million of cash provided in the second quarter of Fiscal 2025. In the second quarter of Fiscal 2026, cash from operating activities excluding changes in non-cash working capital increased by $1.6 million, while cash inflows from non-cash working capital items decreased by $1.9 million compared to the same period last year.
Operating activities provided $1.2 million of cash in the first half of Fiscal 2026 in comparison to $0.2 million in the same period of Fiscal 2025. In the first half of Fiscal 2026, cash from operating activities excluding changes in non-cash working capital increased by $2.6 million, while cash outflows from non-cash working capital items increased by $1.6 million compared to the same period last year.
Financing Activities
Cash used in financing activities was $5.5 million for the second quarter of Fiscal 2026 in comparison to $4.4 million used in the second quarter of Fiscal 2025. Cash used in financing activities was $6.2 million for the first half of Fiscal 2026 compared to $6.5 million used for the same period in Fiscal 2025. Cash flow used in financing activities was primarily the result of shares repurchased and cancelled under our Normal Course Issuer Bid and payments of dividends.
Investing Activities
In the second quarter of Fiscal 2026, investing activities used funds of $0.9 million compared to $4.4 million of cash provided in the second quarter of Fiscal 2025. The increase in cash used is primarily due to lower transfers from short-term investments.
In the first half of Fiscal 2026, investing activities used cash of $3.9 million compared to cash provided of $4.3 million for the same period of Fiscal 2025. The increase in cash used in investing activities is primarily due to lower transfers from short-term investments, higher acquisition of intangible assets and higher acquisitions of property and equipment.
The Company believes that funds on hand at October 31, 2025 together with cash flows from operations will be sufficient to meet its needs for working capital, R&D, capital expenditures and dividend policy, as well as to invest in long-term growth.
Related Party Transactions
Under the provisions of the share purchase plan for key management and other management employees, the Company provided interest-free loans to key management and other management employees of $0.7 million during the six months ended October 31, 2025 ($0.5 million for the same period last year) to facilitate their purchase of the Company's common shares. As of October 31, 2025, loans outstanding amounted to $0.4 million (April 30, 2025 - $35 thousand).
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Subsequent Events
On December 3, 2025, the Company's Board of Directors declared a quarterly dividend of $0.09 per share to be paid on January 6, 2026 to shareholders of record on December 17, 2025.
Current and Anticipated Impacts of Current Economic Conditions
Current overall economic conditions together with market uncertainty and volatility may have an adverse impact on the demand for the Company's products and services as the industry may adjust quickly to exercise caution on capital spending. This uncertainty may impact the Company's revenue.
Based on ARR of $109.5 million and Professional services backlog of $39.2 million as of October 31, 2025, the Company's management believes that total services revenue (including SaaS, maintenance and support and professional services revenue) ranging between $41.5 million and $42.5 million per quarter can be sustained in the short term.
Strategically, the Company continues to focus its efforts on the most likely opportunities within its existing vertical markets and customer base. The Company also currently offers SaaS subscriptions, modular sales and implementations and enhanced payment terms to promote revenue growth. We see continued market appetite for subscription-based SaaS licensing.
The exchange rate of the U.S. dollar in comparison to the Canadian dollar continues to be an important factor affecting revenues and profitability as the Company currently derives more than 70% of its business from U.S. customers while the majority of its cost base is in Canadian dollars.
The Company will continue to adjust its business model to ensure that costs are aligned to its revenue expectations and economic reality to the extent possible.
Outstanding Share Data
As at October 31, 2025, the Company had 14,747,721 common shares outstanding. The Company did not issue shares on the exercise of stock options in the second quarter of Fiscal 2026 (Fiscal 2025 – 11,362). During the first half of Fiscal 2026, the Company issued 12,615 shares on the exercise of stock options (Fiscal 2025 - 23,899).
In the second quarter of Fiscal 2026, the Company repurchased and cancelled 79,714 of its common shares as part of its ongoing Normal Course Issuer Bid (Fiscal 2025 – 51,600). In the first half of Fiscal 2026, the Company repurchased and cancelled 101,014 of its common shares as part of its ongoing Normal Course Issuer Bid (Fiscal 2025 – 111,200).
Critical Accounting Policies and Critical Accounting Judgements and Key Sources of Estimation Uncertainty
The Company's critical accounting policies are those that it believes are the most important in determining its financial condition and results.
The preparation of the consolidated financial statements in accordance with IFRS requires management to make estimates, assumptions, and judgments that affect the application of accounting policies and the reported amounts of assets and liabilities, and revenue and expenses. Reported amounts and note disclosures reflect the overall economic conditions that are most likely to occur and the anticipated measures that management intends to take. Actual results may differ from these estimates.
Reported amounts and note disclosures reflect the overall economic conditions that are most likely to occur and the anticipated measures that management intends to take. Actual results may differ from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if the revision affects both current and future periods.
There have been no significant changes in the key sources of estimation uncertainty and judgements made in relation to the accounting policies applied to those disclosed in the Company's annual consolidated financial statements for the year ended April 30, 2025.
Controls & Procedures
Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that material information is gathered and reported to senior management on a timely basis so that appropriate decisions can be made regarding public disclosure. The Company's Chief Executive Officer (CEO) and its Chief Financial Officer (CFO) are responsible for establishing and maintaining disclosure controls and procedures regarding the communication of information. They are assisted in this responsibility by the Company's Executive Committee, which is composed of members of senior management. Based on the evaluation of the Company's disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of October 31, 2025.
Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting ("ICFR") to provide reasonable assurance regarding the reliability of the Company's financial reporting and its compliance with IFRS in its Financial Statements. The control framework that was designed by the Company's ICFR is in accordance with the framework criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013) (COSO).
No changes to internal controls over financial reporting have come to management's attention during the three-month period ending on October 31, 2025, that have materially affected or are reasonably likely to materially affect internal controls over financial reporting.
Supplemental Information
Reconciliation of EBITDA and Adjusted EBITDA to the most directly comparable IFRS measure
| FY 2026 | FY 2025 | FY 2024 | ||||||
|---|---|---|---|---|---|---|---|---|
| (in thousands of CAD) | Q2 | Q1 | Q4 | Q3 | Q2 | Q1 | Q4 | Q3 |
| Net Profit | $ 1,766 | $ 762 | $ 1,710 | $ 1,193 | $ 758 | $ 798 | $ 259 | $ 759 |
| Adjustments for: | ||||||||
| Depreciation of property and equipment and right-of-use assets | 332 | 329 | 349 | 376 | 377 | 371 | 361 | 355 |
| Amortization of deferred development costs | 281 | 281 | 184 | 190 | 198 | 197 | 147 | 147 |
| Amortization of other intangible assets | 529 | 543 | 320 | 322 | 328 | 334 | 347 | 356 |
| Interest expense | 7 | 11 | 15 | 18 | 24 | 25 | 27 | 45 |
| Interest income | (98) | (121) | (111) | (150) | (163) | (217) | (233) | (260) |
| Income taxes | 1,150 | 625 | 1,302 | 811 | 427 | 436 | (781) | 644 |
| EBITDA | 3,967 | 2,430 | 3,769 | 2,760 | 1,949 | 1,944 | 127 | 2,046 |
| Adjustments for: | ||||||||
| Stock based compensation | 1,073 | 784 | 536 | 775 | 993 | 647 | 531 | 594 |
| Restructuring costs | - | - | - | - | - | - | 2,122 | - |
| Adjusted EBITDA | $ 5,040 | $ 3,214 | $ 4,305 | $ 3,535 | $ 2,942 | $ 2,591 | $ 2,780 | $ 2,640 |