Sylogist Closes Major Acquisition; Expands Credit Facility

CALGARY, AB, March 18, 2021 /CNW/ - Sylogist Ltd. (TSXV: SYZ) ("Sylogist" or the "Company"), is pleased to announce the acquisition of Municipal Accounting Systems, Inc. ("MAS"), a highly regarded, Oklahoma-based provider of student information management and accounting solutions to K-12 public school districts. Pursuant to the transaction, which closed on March 17, 2021, Sylogist, through its subsidiary Sylogist USA Inc., acquired all of the shares of MAS for cash consideration of $37.8M (CDN), subject to working capital adjustments, 50% of which was paid from cash on hand and the remainder drawn under its existing credit facility.

MAS was founded in 1985 and has grown to serve nearly 85% of the Oklahoma K-12 public education market with its integrated Wen-GAGE platform. The modern SaaS solution includes advanced budgeting and accounting, comprehensive student information tracking, grading and scheduling, and lunchroom administration. In its last fiscal year (ended December 31, 2020), MAS generated revenues of approximately $7.4 million (CDN) and adjusted EBITDA of approximately $4.3 million (CDN) while serving approximately 500 school districts.

Bill Wood, Sylogist's President and CEO stated: "We are delighted to welcome MAS customers and its team to Sylogist. MAS is highly complementary to our existing SaaS K-12 solution and we have identified value-add capabilities within each platform that can integrate with the other. We are excited to offer a more feature-rich, scalable and flexible solution to customers and new school districts throughout North America. Further investments in our go-to-market strategy will greatly benefit from the leverage this larger scale and breadth of offering provides.          

As a testament to the strength of its products, great customer service, and disciplined management, MAS has operated very profitably and we expect it to be immediately accretive for Sylogist, growing both our top line revenue and adjusted EBITDA run rates by approximately 20%.

This strategic acquisition demonstrates our ability to execute on our commitment to accelerating growth. We identified MAS as a valuable, strategic target that was under the radar and efficiently negotiated a win-win transaction," Mr. Wood concluded.

Pam Humphrey, MAS' founder stated: "I am very happy to see MAS join Sylogist. Although we weren't looking to sell the company, after we began discussions with Bill and his team, it quickly became clear that the companies were a natural fit and the timing was right. I am very comfortable that the business is in good hands with Sylogist and I'm confident this provides the right mix of continuity, stability and potential new product advancements for our customers, which is very important to me."

Sylogist Expands Credit Facility

Concurrently with the acquisition, Sylogist announces that it has entered into a binding term sheet with its existing lender to expand its current credit facility from $40 million (CDN) to $75 million (CDN), on substantially the same terms as its existing credit facility.

Bill Wood commented, "Not to be lost in the exciting news related to acquiring MAS, an expanded credit facility provides additional resources to readily pursue other strategic and transformative acquisitions."

Conference Call

Sylogist will be holding a webinar to discuss the MAS acquisition, expansion of its credit facility, and other recent developments at 9:30 AM (Mountain Daylight Time) on Tuesday, March 23rd. Those interested may register at the following link:
https://us02web.zoom.us/webinar/register/WN_E7cEGAYoSSunu51T1i2ZOA

About Sylogist

Sylogist is a software company that, through strategic acquisitions, investments and operations management, provides comprehensive, mission-critical ERP and CRM solutions, including fund accounting, student information systems case management, grant management and payroll, to public service organizations. Sylogist's customers include all levels of government, nonprofit organizations, non-governmental organizations, educational institutions as well as public compliance driven and funded companies. The Company delivers highly scalable, multi-language, multi-currency software solutions, which serve the needs of an international clientele.

Full financial statements together with Management's Discussion and Analysis are available on SEDAR at www.sedar.com 

The Company's stock is traded on the TSX Venture Exchange under the symbol SYZ. Information about Sylogist can be found at www.sylogist.com.

Forward-looking Statements

Certain statements in this news release may be forward-looking statements within the meaning of applicable securities laws and regulations. These statements typically use words such as expect, believe, estimate, project, anticipate, plan, may, should, could and would, or the negative of these terms, variations thereof or similar terminology. Forward-looking information in this news release includes statements with respect to integrating technology, benefits to Sylogist's go-to-market strategy, MAS' expected contribution to Sylogist's financial performance and growth, and the Company's expanded credit facility providing the resources for it to execute on strategic acquisitions. By their very nature, forward-looking statements are based on assumptions and involve inherent risks and uncertainties, both general and specific in nature. It is therefore possible that the beliefs and plans and other forward-looking expectations expressed herein will not be achieved or will prove inaccurate. Although Sylogist believes that the expectations reflected in these forward-looking statements are reasonable, it provides no assurance that these expectations will prove to have been correct. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information, including headwinds from COVID-19 and economic turmoil, customer delays and the availability of strategic and transformative acquisitions. Additional information regarding some of these risks, uncertainties and other factors may be found under in the management's discussion and analysis for the three months ended December 31, 2020, and other documents available on the Company's profile at www.sedar.com. Material assumptions and factors that could cause actual results to differ materially from such forward-looking information include Sylogist's ability to attract and retain customers and to realize on its investments. Although Sylogist believes that the material assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur. Sylogist disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Certain information set out herein may be considered as "financial outlook" within the meaning of applicable securities laws. The purpose of this financial outlook is to provide readers with disclosure regarding Sylogist's reasonable expectations as to the anticipated results of its proposed business activities for the periods indicated. Readers are cautioned that the financial outlook may not be appropriate for other purposes.

Non-GAAP Financial Measures

Adjusted EBITDA is a non-GAAP financial measures: Adjusted EBITDA is defined as: profit for the period before stock-based compensation, share-based payments, foreign exchange gains or losses, interest expense, bargain purchase price on acquisition, income taxes, acquisition-related costs, depreciation and amortization.

This news release makes reference to certain non-GAAP measures. These measures are not recognized measures under Canadian GAAP, do not have a standardized meaning prescribed by Canadian GAAP and are therefore may not be comparable to similar measures presented by other issuers. These measures are provided as additional information to complement measures under GAAP by providing further understanding of the Company's expected results of operations from management's perspective. Accordingly, such measures should not be considered in isolation nor as a substitute for analysis of the Company's financial information reported under Canadian GAAP.

Adjusted EBITDA is provided to investors as alternative methods for assessing the Company's operating results in a manner that is focused on the Company's ongoing operations and to provide a more consistent basis for comparison between periods. These measures should not be construed as alternatives to net profit (loss) or cash flow from operating activities determined in accordance with GAAP as an indicator of the Company's performance. For further information regarding non-GAAP measures used by the Company, please refer to the management's discussion and analysis of the Company, copies of which are available on Sylogist's SEDAR profile at www.sedar.com.

- Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release -

SOURCE Sylogist Ltd.

Bill Wood, President and CEO or Rudy Shirra, Manager, Corporate Development and Investor Relations, Sylogist Ltd., [phone]

Related Links

http://www.sylogist.com/