Quorum Information Technologies (QIS) investor relations material

Executive summary

• Achieved second consecutive quarter of cash EBITDA growth in Q3 2025, reaching $1.5 million, reflecting the success of a profitability improvement plan initiated in Q1 2025.

• Announced a definitive agreement for acquisition by an affiliate of Valsoft Corporation at $0.80 per share, valuing the company at approximately CAD 60 million, with a 14% premium to the share price as of September 19, 2025; transaction expected to close by December 15, 2025, pending shareholder, court, and regulatory approvals.

• Officers, directors, and certain shareholders holding 50% of shares have agreed to vote in favor of the acquisition.

• Paid down an additional $0.4 million on the BDC Capital Mezzanine Loan Facility after quarter-end.

Financial highlights

• Total revenue increased by 1% year-over-year to $10.0 million in Q3 2025; SaaS revenue decreased 1% to $7.2 million, while BDC revenue rose 10% to $2.7 million.

• Gross margin increased by 1% to $5.0 million, maintaining a 50% margin.

• Adjusted EBITDA was $1.93 million (19% of revenue), down 14% year-over-year due to higher R&D and third-party SaaS costs.

• Cash EBITDA margin remained steady at 15%.

• Net income for Q3 2025 was $313,859, down 60% year-over-year; net income per share was $0.004.

Outlook and guidance

• No material decline in profitability expected from the new AutoCanada agreement, despite a reduction in committed annual revenue.

• Focus remains on profitable growth, operational efficiencies, leveraging automation and AI, and continued cost savings.

• Transaction with Valsoft expected to close by December 15, 2025, after which shares will be delisted and the company will cease to be a reporting issuer.