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SSC Security Services Corp. Management Reports 2025

Aug 20, 2025

46994_rns_2025-08-19_59eb15c4-4168-4a2c-80aa-14b73cf9b737.pdf

Management Reports

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SSC
SECURITY SERVICES CORP.

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FY2025 THIRD QUARTER ENDED JUNE 30, 2025
MANAGEMENT'S DISCUSSION AND ANALYSIS

LOGIXX
SECURITY


SSC SECURITY SERVICES CORP. FY25 Q3 REPORT

SSC Security Services Corp.

Management's Discussion and Analysis

For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of SSC Security Services Corp. and its subsidiary (“the Company”, “we”, “our”, “SSC”) provides information to assist readers of, and should be read in conjunction with the unaudited condensed interim consolidated financial statements for the quarter ended June 30, 2025, including the notes thereto, the Annual Information Form (“AIF”) for the fiscal year September 30, 2024, as well as the audited financial statements for the year ended September 30, 2024, including the notes thereto, and the associated MD&A. In the opinion of management, such financial statements contain all adjustments necessary for a fair presentation of the results for such periods. All dollar references in our financial statements and in this report are in Canadian dollars unless otherwise stated.

Additional information related to SSC Security Services Corp. may be obtained from SEDAR+ at www.sedarplus.ca or on our website at www.securityservicescorp.ca.

Unless otherwise stated, the discussion and analysis contained in this MD&A are as of August 19, 2025.

Overview & Highlights

SSC is the largest publicly traded security company in Canada, debt-free, and has approximately 3,000 employees from coast to coast. With operations in every province, SSC is well positioned for growth in the cyber, physical, and electronic security space. Using its substantial balance sheet, internally generated cash flow, its revolving credit facility and additional specific debt financing capacity, SSC is more than sufficiently capitalized to deliver on its business plan for the foreseeable future, while continuing to pay its quarterly dividend.

The Company’s common shares are publicly traded on the TSX Venture Exchange under the symbol “SECU” (OTCQX: SECUF).

Three months ended June 30, 2025

Revenues for the quarter ended June 30, 2025 were $30.2 million compared with $29.7 million during the same three-month period last year, an increase of $0.5 million or 1.7%. The increase in revenues was entirely attributed to internally generated organic growth.

Gross profit was $5.3 million (17.5%) for the three months ended June 30, 2025 compared with the gross profit of $4.7 million (15.9%) in the same three-month period last year. The steady improvement in our gross profit margin is a result of our continued focus on cost savings initiatives.

Adjusted EBITDA per share was $0.08 for the three months ended June 30, 2025, compared to Adjusted EBITDA per share of $0.07 for the same three-month period last year.

Nine months ended June 30, 2025

Gross profit was $14.6 million (16.7%) for the nine months ended June 30, 2025, compared with $14.3 million (15.8%) in the same nine-month period last year. Throughout the fiscal year, we continued to focus on cost savings initiatives that have successfully resulted in reductions to our operating costs. A good example of this is the category of overtime costs. This is an important metric in the security industry and managing this cost can be a strong contributor to profitability. At Logixx our overtime rates are low and have been declining because of strong operational management.

Revenues for the three quarters ended June 30, 2025 were $87.0 million compared with $91.0 million during the same period last year. The decrease in revenues was primarily due to a higher number of short-term temporary contracts in the prior year which are difficult to predict. These types of contracts typically occur on short notice


SSC Security Services Corp.

Management's Discussion and Analysis

For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

based on special market needs. Logixx is well positioned to take advantage of these opportunities when they arise due to our size.

Adjusted EBITDA per share (basic) was $0.20 for the nine months ended June 30, 2025, compared to Adjusted EBITDA per share of $0.20 for the same nine-month period last year.

STRATEGY

The Company's strategy is to deploy its balance sheet into growth via profitable acquisitions and organic growth opportunities in the cyber, physical, and electronic security industry, along with adjacent verticals.

In accomplishing this strategy, we may launch or acquire new products and or companies whose products and services are a fit with our current service offerings, or where current service offerings offer an excellent add-on to the clients of the business being acquired. We see many cross-selling opportunities between cyber, electronic, and physical security which can be significantly additive to the strength of the security platform we are building.

Some of the initiatives that will contribute to the success of the strategy are:

  • Profitable top-line growth which improves consolidated Adjusted EBITDA per Share;
  • Maintaining low levels of debt compared to industry averages;
  • Growing free cash flow available for reinvestment in growth initiatives; and
  • Investments in profitable platform and tuck-in acquisitions.

Our senior management team has over 70 years of experience building and operating profitable security companies.

As of June 30, 2025, management, directors and employees owned about 38.5% of the Company's outstanding shares (40.3% on a fully-diluted basis), so we will very much participate in this success together with shareholders.

SSC SECURITY SERVICES CORP. FY25 Q3 REPORT


SSC Security Services Corp.

Management's Discussion and Analysis

For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

Selected Financial Information

The following selected financial information for the quarters ended June 30, 2025, and 2024 have been derived from the unaudited condensed interim consolidated financial statements and should be read in conjunction with those financial statements and related notes. Non-IFRS measures are defined and reconciled in the Non-IFRS Measures section of this MD&A:

Statement of Comprehensive Income (Loss) Quarter ended Nine months ended
June 30 June 30
2025 2024 2025
Revenue 30,177 29,726
Cost of Sales 24,893 25,012
Gross Profit 5,284 4,713
Gross Margin (%) 17.5% 15.9%
Comprehensive Net Income (Loss) 58 26
Adjusted Net Income 779 715
Adjusted EBITDA 1,445 1,265
Per Share (Basic & Fully Diluted)
Comprehensive Net Income (Loss) 0.00 0.00
Adjusted Net Income 0.04 0.04
Adjusted EBITDA 0.08 0.08
Dividends Paid per share 0.03 0.03
Statement of Financial Position As at June 30, 2025 As at June 30, 2024
--- --- ---
Cash 9,634 12,367
Accounts Receivable 23,222 23,176
Legacy business assets 6,057 6,719
Working Capital 25,354 26,523
Long-term debt 0 0
Total assets 78,551 81,181
Total liabilities 16,746 15,682
Total shareholders’ equity 61,805 65,499

RESULTS FOR THE QUARTER ENDED JUNE 30, 2025 AND 2024

Revenues

Revenues for the quarter ended June 30, 2025, were $30.2 million compared with $29.7 million during the previous quarter ended June 30, 2024, an increase of $0.5 million (revenue increase of 1.7%). The increase in revenues over the same period last year is attributed to internally generated organic growth.

Revenues for the YTD ended June 30, 2025 were $87.0 million compared with $91.0 million during the same period last year, a decrease of $4.0 million or 4.4%. This reduction is primarily due to a reduction in short-term temporary contracts.

SSC SECURITY SERVICES CORP. FY25 Q3 REPORT


SSC SECURITY SERVICES CORP. FY25 Q3 REPORT

SSC Security Services Corp.

Management's Discussion and Analysis

For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

Adjusted EBITDA

While Adjusted EBITDA does not have a standard definition under IFRS, Adjusted EBITDA and Adjusted EBITDA per share are the primary metrics used by management to determine the performance of the Company, and Adjusted EBITDA is the basis on which companies operating in our industry are valued for transaction purposes. Our calculation of Adjusted EBITDA excludes all impacts of the Company's Legacy business, making more relevant backward and forward comparisons of results using these metrics.

Adjusted EBITDA for the quarter ended June 30, 2025, was $1.4 million ($0.08 per share), as compared to $1.3 million ($0.07 per share) during the same quarter last year. For the nine months ended June 30, 2025, Adjusted EBITDA was $3.7 million ($0.20 per share), as compared to $3.8 million ($0.20 per share) during the same nine months last year.

A reconciliation of earnings to EBITDA and Adjusted EBITDA is provided in the Non-IFRS section of this MD&A.

Gross Profit

Gross profit for the quarter ended June 30, 2025 was $5.3 million (17.5% of revenue) compared to $4.7 million (15.9% of revenue) during the same quarter last year. We continued to see steady improvement in our gross profit margin percentages. These improvements are a result of the continued focus on operating efficiencies and cost reduction initiatives.

Gross profit for the nine months ended June 30, 2025 was $14.5 million (16.7% of revenue) compared to $14.3 million (15.8% of revenue) during the same nine-month period last year.

Overall, the gross margin percentage for each of the periods remains consistent with our long-term expectations for the security business.

Comprehensive and Adjusted Net Income (Loss)

Comprehensive net income for the quarter ended June 30, 2025 was $0.0 million (profit of $0.00 per share), compared to a comprehensive net income in the same quarter last year of $0.0 million (profit of $0.00 per share). Adjusted net income for the quarter ended June 30, 2025 was $0.8 million (profit of $0.04 per share), compared to an adjusted net income in the same quarter last year of $0.7 million (profit of $0.04 per share).

Comprehensive net loss for nine months ended June 30, 2025 was $0.0 million (loss of $0.00 per share), compared to comprehensive net income for the same nine months last year of $0.7 million (profit of $0.04 per share). Adjusted net income for nine months ended June 30, 2025 was $1.8 million (profit of $0.10 per share), compared to adjusted net income for the same nine months last year of $1.5 million (profit of $0.08 per share).

A reconciliation of earnings to Adjusted Net Income and Adjusted EBITDA is provided in the Non-IFRS section of this MD&A.

Financial Position

SSC continues to be in a very strong financial position. Our cash position at June 30, 2025 was $9.6 million, down from the $12.5 million cash position reported in our second quarter ended March 31, 2025. This decrease in cash is explained within the Condensed Interim Consolidated Statement of Cash Flows but largely relates to timing changes in working capital items. Total assets as at June 30, 2025 were $78.6 million, a decrease of $2.6 million, or 3.3%, from total assets reported September 30, 2024 of $81.2 million. In the current fiscal year, SSC continued payment


SSC Security Services Corp.

Management's Discussion and Analysis

For the Third Quarter Ended June 30, 2025

(All amounts are in thousands of Canadian dollars unless otherwise indicated)

of dividends and bought back shares via our Normal Course Issuer Bid ("NCIB") program. We were able to fund these activities because the security business continued to provide positive Adjusted EBITDA.

Our financial strength is a result of a significant cash position and no debt on the balance sheet but is generally enhanced by financial assets from our legacy business which continue to be converted to cash. The remaining mortgages and loans outstanding have payment plans in place, and Collection accounts are moving toward the end of the legal process associated with foreclosure and collection. Progress can be seen in the carrying values of each of these categories from quarter to quarter, and in each of these areas, we expect significant write-ups and cash recovery at the time of final resolution.

SSC SECURITY SERVICES CORP. FY25 Q3 REPORT


SSC Security Services Corp.
Management's Discussion and Analysis
For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

Summary of Quarterly Results

The following is a summary of selected highlights of the eight most recent quarterly results of the Company:

Net and comprehensive income (loss) June 30, 2025 Mar 31, 2025 Dec 31, 2024 Sep 30, 2024 June 30, 2024 Mar 31, 2024 Dec 31, 2023 Sep 30, 2023
Total revenue 30,177 27,676 29,195 29,612 29,726 30,402 30,882 29,291
Comprehensive net income (loss) 58 10 (125) (146) 26 650 66 (146)
Adjusted EBITDA 1,445 1,034 1,171 1,241 1,265 1,130 1,371 1,550
Per share (Basic)
Comprehensive net income (loss) 0.00 0.00 (0.01) (0.01) 0.00 0.03 0.00 (0.01)
Adjusted net income 0.04 0.02 0.03 0.03 0.04 0.00 0.04 0.02
Adjusted EBITDA 0.08 0.06 0.06 0.07 0.06 0.06 0.07 0.08
Per share (FD)
Comprehensive net income (loss) 0.00 0.00 (0.01) (0.01) 0.00 0.03 0.00 (0.01)
Adjusted net income 0.04 0.02 0.03 0.02 0.04 0.00 0.04 0.02
Adjusted EBITDA 0.08 0.05 0.06 0.06 0.06 0.06 0.07 0.08
Financial Position
--- --- --- --- --- --- --- --- ---
Cash 9,634 12,509 11,422 13,341 12,367 14,097 9,779 14,843
Accounts receivable 23,222 21,765 22,578 22,672 23,176 23,298 25,298 21,835
Legacy business assets 6,057 6,075 6,203 6,628 6,719 6,759 7,707 8,331
Working capital 25,354 25,605 26,255 26,890 26,523 26,871 25,930 26,533
Total assets 78,551 80,056 80,800 81,223 81,181 83,774 82,755 84,776
Total liabilities 16,746 17,424 17,367 16,705 15,682 17,449 15,872 17,089
Total shareholders' equity 61,805 62,631 63,433 64,518 65,499 66,326 66,882 67,687
Common shares outstanding 18,302 18,443 18,546 18,704 18,816 18,933 19,193 19,313
Dividends paid per share 0.03 0.03 0.03 0.03 0.03 0.03 0.03 0.03

Due to changes in business operations, certain prior period figures have been reclassified.

BUSINESS SEGMENT OPERATING RESULTS

We currently have three operating segments: Security Services, Legacy Operations, and Corporate. The accounting policies of the three segments are consistent with those of the consolidated entity.

In the security services segment, management evaluates performance based on revenue growth, gross profit margin, and growth in Adjusted EBITDA on a nominal and per share basis. As illustrated in the tables below, security services now dominate our business in its contribution to revenue, gross margin and operating income. But significant other income in our legacy business can also contribute to net income.

Our legacy business is declining rapidly as client contracts mature or are bought out. We expect most of the activity in our legacy business to occur in investing activities rather than operating activities, as we recover capital as a result of mortgage buyouts, asset recoveries, and asset sales. This trend is reflected in the table below. Management

SSC SECURITY SERVICES CORP. FY25 Q3 REPORT


SSC Security Services Corp.

Management's Discussion and Analysis

For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

evaluates performance of legacy operations primarily based on the pace at which these assets can be converted to cash on a cost-efficient basis.

A summary of segment operating performance during the third quarter ended June 30, 2025 and 2024 is provided below:

Quarter ended June 30, 2025 Nine months ended June 30, 2025
Security Services Legacy Operations & Corporate Total Security Services Legacy Operations & Corporate Total
Revenue 30,210 (33) 30,177 87,139 (91) 87,048
Cost of sales 24,926 (33) 24,893 72,586 (91) 72,495
Gross profit 5,284 0 5,284 14,533 0 14,533
Gross margin % 17.5% 0.0% 17.5% 16.7% 0.0% 16.7%
Corporate administration 5,022 148 5,170 15,131 341 15,472
Income (loss) from operations 262 (148) 114 (578) (341) (919)
Financing income (10) 20 10 54 74 128
Other (loss) income (25) (7) (32) 772 (19) 753
Net income (loss) before income tax 227 (135) 92 248 (286) (38)
Quarter ended June 30, 2024 Nine months ended June 30, 2024
--- --- --- --- --- --- ---
Security Services Legacy Operations & Corporate Total Security Services Legacy Operations & Corporate Total
Revenue 29,811 (85) 29,726 91,220 (210) 91,010
Cost of sales 25,098 (85) 25,012 76,878 (210) 76,668
Gross profit 4,713 0 4,713 14,344 0 14,344
Gross margin % 15.8% 0.0% 15.9% 15.7% 0.0% 15.8%
Corporate administration 4,706 275 4,980 14,165 550 14,715
Income (loss) from operations 8 (275) (267) 177 (550) (373)
Financing income 83 56 139 166 210 376
Other income (loss) 69 (7) 62 167 945 1,112
Net income (loss) before income tax 160 (226) (66) 510 605 1,115

NORMAL COURSE ISSUER BID

Throughout this fiscal year we have bought back 401,800 shares at an average price of $2.53 per share (during the third quarter ended June 30, 2025, we bought back 140,900 shares at an average price of $2.42 per share).

We renewed our NCIB for the year on January 6, 2025 because we continue to believe that our shares have been trading in a price range which does not adequately reflect their value and that the purchase of shares under the NCIB will enhance shareholder value in general.

SSC SECURITY SERVICES CORP. FY25 Q3 REPORT


SSC SECURITY SERVICES CORP. FY25 Q3 REPORT

SSC Security Services Corp.

Management's Discussion and Analysis

For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

STRONG CASH + NEAR CASH POSITION

As of June 30, 2025, we had $9.6 million in cash, or $0.53 per share, which is 21.5% of our market capitalization based on the closing share price of our shares of $2.45 on the TSX Venture Exchange on that date.

When taking into account the cash expected to be added to the balance sheet as a result of winding up the legacy business (collectively referred to by us as "Near Cash"), our Cash + Near Cash is equal to $19.2 million, or $1.05 per share, which is 42.8% of our market capitalization as of June 30, 2025.


SSC SECURITY SERVICES CORP. FY25 Q3 REPORT

SSC Security Services Corp.

Management's Discussion and Analysis

For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

The Security Business

Our strategic objective is to use our strong balance sheet to acquire and grow profitable Canadian security companies.

Our wholly owned subsidiary Logixx Security Inc. ("Logixx") provides cyber, physical and electronic security services to primarily commercial, industrial and public sector clients. Our clients include federal and provincial governments, Crown corporations, and many high profile corporate and public sector clients such as hospitals, airports, utility companies and police forces.

Cyber Security Services

Cyber security services are offered across Canada under the registered name SRG Security Resource Group ("SRG") and comprise about 7% of the Company's revenue. In this segment, SRG provides Managed Security Services (MSS), vulnerability and risk analysis, cyber security consulting services, CISO consulting, and cyber security staff augmentation services to corporate and public sector clients. For a list of current and past cyber security clients, please see the About SRG segment of SRG's website at www.securityresourcegroup.com.

Physical Security Services

Physical security services are offered to clients across Canada, with approximately half of the employees in this segment located in Ontario. We expect physical security services to represent approximately 91% of our revenue on a pro forma basis.

In this segment, the Company provides on-site security guard, remote continuous camera monitoring, mobile patrol and investigative services to commercial and public sector clients located across Canada. For a list of current and past physical security clients, please see our corporate presentations on our website at www.securityservicescorp.ca.

Electronic Security ("ES")

Electronic security integrates monitoring and access control technology. We design, build, install, and monitor electronic security systems for corporate clients across Canada. ES revenue is primarily project-based and is expected to represent 2% of the Company's total annual revenue.

OUR PLANS IN THE SECURITY BUSINESS

The security business is a highly fragmented industry in Canada with over 2,300 companies providing some kind of physical security services in Canada. Many of these are small owner-operated businesses, with a tier of mid-sized and larger companies as well.

We see an opportunity to leverage SSC's balance sheet to continue building a strong, well-capitalized, and profitable integrated security platform, expanding both organically and through the strategic acquisition and consolidation of small to mid-sized security companies in the security industry. Companies in similar business-to-business services spaces with comparable economics and consistent track records trade at attractive multiples in the public market, and we believe that pursuing this growth strategy will yield positive outcomes for our shareholders.

Our strategy is to deploy our balance sheet into growth via acquisition and organic growth opportunities in the physical and cyber security industry, along with adjacent verticals.


SSC Security Services Corp.

Management's Discussion and Analysis

For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

In accomplishing this strategy, we may launch or acquire new products and/or companies whose products and services are a fit with our current service offerings, or where current service offerings offer an excellent add-on to the clients of the business being acquired. We see cross-selling opportunities between cyber and physical security which can be significantly additive to the strength of the security platform we are building.

Our senior management team has over 70 years of experience building and operating profitable security companies. The combined leadership team of SSC and its subsidiaries consists of:

  • Doug Emsley, Chairman, President & Chief Executive Officer of the combined companies.
  • Blair Ross, Chief Operating Officer of the combined companies.
  • Brett Leonard, Chief Financial Officer of the combined companies; and
  • Bryan Kelly, Executive Vice-President & General Manager of Logixx.

As of June 30, 2025, management, directors and employees owned about 38.5% of the Company’s outstanding shares (40.3% on a fully-diluted basis), so we will very much participate in this success together with shareholders.

The Legacy Business

We no longer provide services to new clients related to our legacy agriculture streaming business. Our focus is on closing off that part of our business as rapidly as possible and repatriating capital from it. As a result, quarterly revenue from this line of business is no longer material and is not presented separately on the income statement, although insight into this segment can be seen in the segmented reporting section of the financial statements. The financial impact of winding-up the Legacy business is excluded from the Company’s calculation of Adjusted EBITDA and Adjusted EBITDA per share, making the results as measured by those metrics “security-only” results. This is to help shareholders and investors make relevant comparisons of current results against previous results, as well as against future results, when the Legacy business is completely wound up.

Legacy business related assets include mortgages and loans receivable, and legacy contract assets. As of June 30, 2025, the carrying value of these legacy assets was $6.1 million, down from $6.6 million at the end of the previous fiscal year, reflecting the continued recovery of capital.

Liquidity and Capital Resources

We previously financed our legacy business with the equity proceeds of issuing common shares through a private placement completed on November 30, 2012, subsequent public offering and private placements completed on October 4, 2013 and July 9, 2014, our internally generated cash flow, and the use of credit facilities. Now, as a security company, our internally generated cash flow from operating and investing activities is sufficient to cover our ongoing operational expenses, although the timing of cash flow and expenses may vary.

We expect that cash from operations and cash recovered from our legacy business, together with cash and cash equivalents on hand will be more than sufficient to fund our working capital and capital expenditure requirements.

At June 30, 2025, we had net working capital of $25.4 million as well as substantial tangible assets related to our legacy business. We will draw on our working capital to meet our financial obligations. Capital not invested earns daily interest by being kept on deposit with a Canadian chartered bank. Our Normal Course Issuer Bid (NCIB) reduces our working capital every time we buy back shares of the Company but also reduces the number of shares outstanding. For more details on the NCIB program, please see the discussion in the relevant section elsewhere in this MD&A.

SSC SECURITY SERVICES CORP. FY25 Q3 REPORT


SSC Security Services Corp.

Management's Discussion and Analysis

For the Third Quarter Ended June 30, 2025

(All amounts are in thousands of Canadian dollars unless otherwise indicated)

For a further discussion of financing and risks associated with the execution and financing of our growth strategy, please refer to the Risks Factors section of this MD&A.

Cash Flows

Statement of Cash Flows Quarter ended 30-June Nine months ended 30-June
2025 2024 2025 2024
Cash (applied to) received from operating activities (1,574) (412) 313 (336)
Cash (applied to) received from investing activities (224) (163) (723) 1,651
Cash applied to financing activities (1,077) (1,154) (3,298) (3,791)

Operating Activities

Cash used by operating activities was $1.6 million during the quarter ended June 30, 2025 as compared to $0.4 million during the quarter ended June 30, 2024. A large portion of this variance can be attributed to timing of working capital items.

Cash from operating activities was $0.3 million during the nine months ended June 30, 2025 as compared to cash used by operating activities of $0.3 million during the nine months ended June 30, 2024.

Investing Activities

Cash applied to investing activities was $0.2 million during the quarter ended June 30, 2025 consistent with the cash applied of $0.2 million during the quarter ended June 30, 2024.

Cash applied to investing activities was $0.7 million during the nine months ended June 30, 2025 compared to cash received of $1.7 million during the nine months ended June 30, 2024. In the prior year the Company had higher proceeds from legacy assets than realized in the current fiscal year.

Financing Activities

Cash applied to financing activities was $1.1 million during the quarter ended June 30, 2025 compared to cash applied to financing activities of $1.2 million during the quarter ended June 30, 2024.

Cash applied to financing activities was $3.3 million during the nine months ended June 30, 2025 compared to cash applied to financing activities of $3.8 million during the nine months ended June 30, 2024. During the nine-month period ended June 30, 2025 we purchased a lower number of shares under our NCIB program than the comparable nine months ended June 30, 2024.

Dividends

We pay a quarterly dividend of $0.03 per share. Shareholders of record as of the end of each quarter receive their quarterly dividend payments on approximately the 15th day of the following month.

As of June 30, 2025 there have been no material changes to our contractual obligations from that of our 2024 Annual MD&A, and the Company continues to have no outstanding long-term debt as of June 30, 2025. During the third quarter of fiscal year 2025, SSC did not have any material transactions with related parties.

SSC SECURITY SERVICES CORP. FY25 Q3 REPORT


SSC Security Services Corp.
Management's Discussion and Analysis
For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

Material Accounting Estimates

See our Fiscal Year 2024 Annual MD&A and our September 30, 2024 Annual Audited Consolidated Financial Statements and notes thereto for a discussion of the accounting policies and estimates that are critical to the understanding of our business operations and the results of our operations.

Risk Factors

The operations of the Company are speculative due to the nature of its businesses which was historically in one line of business and has now changed to the security services business. These risk factors could materially affect the Company's future operating results and could cause actual events to differ materially from those described in forward-looking statements relating to the Company. The risks described herein are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems immaterial, may also materially and adversely affect its business. As such, this discussion is not all-inclusive nor is it a guarantee that other factors will or will not affect the Company in the future.

A discussion of risks which outline conditions currently known to management which could have a material impact on the financial results of the Company can be found in the section entitled "Risk Factors" in the Company's Annual Information Form and are incorporated into this MD&A by reference. The Company's Annual Information Form is available on SEDAR+ at www.sedarplus.ca

New Accounting Standard and Interpretations

Future amendments and interpretations

The International Accounting Standards Board ("IASB") issued a number of new and revised accounting standards which are effective for future periods. Standards required to be applied and that may have an impact for SSC are outlined below:

Proposed Standard Description Effective Date Expected Impact
Amendments to IAS 21
The Effects of Changes in Foreign Exchange Rates - Lack of Exchangeability This amendment provides guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not. Fiscal years beginning on or after January 1, 2025. The Company does not expect any significant impact on the consolidated financial statements but continues to do analysis.
Amendments to IFRS 9 and IFRS 7 – Classification and measurement of financial instruments This amendment will address diversity in accounting practice by making the requirements more understandable and consistent. Fiscal years beginning on or after January 1, 2026, applied retrospectively. The Company does not expect any significant impact on the consolidated financial statements but continues to do analysis.

We plan to adopt the above standards when they become effective. We are reviewing these standards to determine the potential impact, if any, on our financial statements.

SSC SECURITY SERVICES CORP. FY25 Q3 REPORT


SSC Security Services Corp.
Management's Discussion and Analysis
For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

Non-IFRS Measures

This MD&A includes certain measures which have not been prepared in accordance with IFRS such as Adjusted net income (loss), Adjusted net income (loss) per share, Adjusted EBITDA and Adjusted EBITDA per share. These non-IFRS measures are not recognized under IFRS and, accordingly, readers are cautioned that these measures should not be construed as alternatives to net income determined in accordance with IFRS. The non-IFRS measures presented are unlikely to be comparable to similar measures presented by other issuers.

We use these non-IFRS measures for our own internal measurement purposes. These non-IFRS measures do not have any standardized meaning prescribed by IFRS, and these measures may be calculated differently by other companies. The presentation of these non-IFRS measures enables investors and analysts to understand the underlying operating and financial performance of the Company in the same way as it is evaluated by us. We will periodically assess these non-IFRS measures and the components thereof to ensure their continued use is beneficial to the evaluation of the underlying operating and financial performance of the Company.

ADJUSTED NET INCOME (LOSS), ADJUSTED NET INCOME (LOSS) PER SHARE, ADJUSTED EBITDA AND ADJUSTED EBITDA PER SHARE

Adjusted net income (loss) and adjusted net income (loss) per share are non-IFRS measures calculated by excluding the following from net income (loss) and earnings per share ("EPS"):

  • Expected credit and impairment losses.
  • Unrealized market value loss (gain).
  • Realized market value loss (gain).
  • Realization of legacy operations upfront payments.
  • Non-recurring and other expenses; and
  • Amortization of intangible assets associated with acquisitions.

Adjusted EBITDA and Adjusted EBITDA per share are non-IFRS financial measures calculated by excluding the following from adjusted net income (loss) and adjusted net income (loss) per share:

  • Amortization of capital assets.
  • Income tax expense (recovery); and
  • Interest expense.

Management's view is that Adjusted net income (loss), Adjusted net income (loss) per share, Adjusted EBITDA, and Adjusted EBITDA per share are useful metrics for investors and analysts to evaluate the pre-tax earnings of the Company without the effects of non-cash charges (such as amortization of capital and intangible assets, realization of legacy operations upfront payments, and interest expenses). While the loss/gain on market value adjustments of the Company will be a recurring item until the legacy operations mature, this loss/gain does not reflect the underlying operating performance of the Company, nor is it necessarily indicative of future operating results.

Furthermore, these calculations of Adjusted net income (loss), adjusted net income (loss) per share, Adjusted EBITDA and Adjusted EBITDA per share exclude all Legacy Business impacts on these metrics. They are the results of only the security business of the company. Any Legacy Business impacts fall outside our measurement of these metrics so that quarter to quarter and year to year comparisons now and into the future are relevant.

SSC SECURITY SERVICES CORP. FY25 Q3 REPORT


SSC Security Services Corp.

Management's Discussion and Analysis

For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

Reconciliation of Adjusted Net Income and Adjusted EBITDA Quarter ended June 30 Nine months ended June 30
2025 2024 2025 2024
Comprehensive Net Income (Loss) 58 26 (57) 742
Expected credit and impairment losses 7 7 20 20
Unrealized market value adjustments 0 0 0 (960)
Non-recurring and other expenses 153 149 408 384
Non-cash DSU expense 85 79 106 7
Intangible amortization 383 383 1,148 1,143
Stock based compensation 93 71 153 173
Adjusted Net Income 779 715 1,778 1,510
Income tax expense (recovery) 34 (92) 19 373
Amortization of capital assets 561 591 1,660 1,737
Lease interest expense 71 51 193 146
Adjusted EBITDA 1,445 1,265 3,650 3,766

Per Share (Basic | Fully Diluted)

Comprehensive net income (loss) 0.00 0.00 0.00 0.00 (0.00) (0.00) 0.04 0.04
Adjusted net income 0.04 0.04 0.04 0.04 0.10 0.09 0.08 0.08
Adjusted EBITDA 0.08 0.08 0.07 0.07 0.20 0.19 0.20 0.19

Note:
(1) Non-recurring and other expenses are those deemed by management to be non-cash, non-recurring, relating to financing and/or acquisitions, security realization expenses, severance costs, share-based payments, or other, predominantly reported within general and administrative expenses.

SSC SECURITY SERVICES CORP. FY25 Q3 REPORT


SSC SECURITY SERVICES CORP. FY25 Q3 REPORT

SSC Security Services Corp.

Management's Discussion and Analysis

For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

Outlook

We expect demand for security services to continue to grow and our national presence to assist in winning new contracts. Additional growth may come via acquisition, as we look to acquire other companies in the Canadian security industry. Additional acquisitions will help us reach our goals more quickly, but we will remain disciplined about achieving our metrics as we pursue new opportunities.

We see growing opportunities for the integration of security offerings, particularly where security guard services can be combined or supplemented with electronic monitoring using cameras and sensors. We will continue to look for opportunities to offer these integrated security offerings.

In our legacy business, most of our legacy assets are expected to convert to cash within the next year. Our objective is to make these resources available for the expansion of our security business. When taken together, our Cash and Near Cash position is over $19.2 million.

We plan to continue to distribute capital to shareholders via the dividend, operate with minimal to no debt while maintaining solid liquidity, and focus on maximizing Adjusted EBITDA per share.

15


SSC Security Services Corp.
Management's Discussion and Analysis
For the Third Quarter Ended June 30, 2025
(All amounts are in thousands of Canadian dollars unless otherwise indicated)

Cautionary Statement on Forward-looking Information

Certain information contained in this MD&A contains forward-looking statements concerning the future results, future performance, intentions, objectives, plans and expectations of the Company. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects", "is expected", "estimates", "intends", "anticipates", "believes" or variations of such words and phrases (including negative and grammatical variations) or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements include known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Forward-looking statements are based on certain assumptions and analyses made by the Company in light of its experience and perception relating to historical trends, current conditions and expected future developments and other factors the Company believes are appropriate and are subject to risks and uncertainties. Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect and the fact that the Company has a short operating history may result in the assumptions being less accurate. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under the section entitled "Risk Factors" in this Management Discussion & Analysis (MD&A) document and/or the Annual Information Form (AIF) available on SEDAR+ at www.sedarplus.ca.

Forward-looking statements are not guarantees of future performance. These forward-looking statements should not be relied upon as representing the views of the Company as of any date subsequent to the date of this MD&A. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.

The forward-looking statements contained in this MD&A are expressly qualified in their entirety by this cautionary statement and by the risk factors described under the Heading "Risk Factors" in this MD&A and as otherwise disclosed in our filings with securities regulatory authorities which are available on SEDAR+ at www.sedarplus.ca. The forward-looking statements included in this MD&A are made as of the date of this MD&A and the Company does not undertake any obligation to publicly update such forward-looking statements to reflect new information, subsequent events or otherwise, except as required by applicable securities laws.

SSC SECURITY SERVICES CORP. FY25 Q3 REPORT


CORPORATE INFORMATION

HEAD OFFICE

SSC Security Services Corp.
300 – 1914 Hamilton Street
Regina, Saskatchewan S4P 3N6
Canada
T: 1 (306) 347-3006
F: 1 (306) 352-4110
www.securityservicescorp.ca
email: [email protected]

DIRECTORS

Doug Emsley, Chairman
David A. Brown
Brad Farquhar
Lorne Hepworth
Laurie Powers

OFFICERS

Doug Emsley
Chairman, CEO & President
Blair Ross
Chief Operating Officer
Brett Leonard
Chief Financial Officer

REGISTRAR & TRANSFER AGENT

TSX Trust Company
Telus Sky Building
2110 – 685 Centre Street SW
Calgary, AB T2G 1S5
T: 1 (403) 265-0208
F: 1 (403) 265-0232
Client Services
T: 1 (866) 600-5869
E: [email protected]

BANKER

CIBC
Regina, Saskatchewan

INDEPENDENT AUDITOR

MNP LLP
Regina, Saskatchewan

LEGAL COUNSEL

McKercher LLP
Regina, Saskatchewan

INVESTOR RELATIONS

Doug Emsley
T: 1 (306) 347-1024
Brett Leonard
T: 1 (306) 347-1242
[email protected]