Zedcor IncTSXV: ZDC

Q3 Management Discussion & Analysis (2025 09 30 Q3 2025 Zedcor Inc. MDA vFINAL)

· Issued by Zedcor Inc
ZEDCOR INC. MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE THREE & NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

Dated November 12, 2025



The following management's discussion and analysis ("MD&A") provides an overview of the events and transactions that have affected the performance of Zedcor Inc. (the "Company" or "our" or "we") for the three and nine months ended September 30, 2025 when compared to the three and nine months ended September 30, 2024. The MD&A should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto of Zedcor Inc. for the years ended December 31, 2024 and 2023 and the condensed consolidated interim financial statements for the three and nine months ended September 30, 2025 and 2024. These consolidated financial statements are available on the Company's website at https://www.zedcor.com as well as on SEDAR+ at https://www.sedarplus.ca.

This MD&A is management's assessment of the Company's operations and financial results, as well as management's view of future prospects. These assessments and views are based on certain assumptions related to future events which are uncertain. Statements related to assessments and views which are not statements of historical fact are considered to be forward-looking statements. For a discussion on the risks and uncertainties related to such information please refer to "Forward-Looking Statements" at the end of this MD&A.

This MD&A has been prepared by management and reviewed and approved by the Board of Directors of Zedcor Inc. as of November 12, 2025.

OVERVIEW AND CORPORATE PROFILE

Zedcor Inc., a Canadian public corporation, is a technology enabled company that is changing how physical security services are provided to businesses. Zedcor operates throughout Canada with equipment and service centers in British Columbia, Alberta, Manitoba, and Ontario. The Company also operates in the United States with equipment and service centers southern US. Additionally, The Company has a MobileyeZTM assembly facility in Houston, Texas with plans to open an additional monitoring center in Houston. The Company has three main service offerings to customers across all market segments: 1) surveillance and live monitoring through its proprietary MobileyeZ security towers; 2) surveillance and live monitoring of fixed site locations; and 3) security personnel.

The Company operates a fleet of proprietary MobileyeZTM security towers, equipped with high resolution, technology-based cameras, and monitors numerous fixed site locations for customers across various industries. Video from security towers and fixed site locations is streamed to the Company's central monitoring station where video alarms are live verified and responded to based on customer requirements. Zedcor also offers high level security guard services to enterprise level customers who are interested in supplementing video-based security for valuable, high risk, or mission critical operational assets.

EXECUTIVE SUMMARY: SELECTED FINANCIAL HIGHLIGHTS

Three months Nine months Three months ended September 30 ended September 30 ended June 30

(in $000s)

2025

2024

2025

2024

2025

Revenue

16,020

9,152

41,032

22,658

13,536

EBITDA

4,309

2,488

11,823

7,753

4,038

Adjusted EBITDA1

5,739

3,409

14,779

8,002

4,933

Adjusted EBITDA per share - basic1

0.05

0.04

0.14

0.09

0.05

Adjusted EBIT1,2

750

708

2,802

1,494

991

Net income

131

310

1,213

1,249

460

Net income per share

Basic

0.00

0.00

0.01

0.01

0.00

Diluted

0.00

0.00

0.01

0.01

0.00

1 See Financial Measures Reconciliations below.

Zedcor recorded $16,020 of revenue for the three months ended September 30, 2025. This compares to $9,152 of revenue for the three months ended September 30, 2024. The revenue increase of 75% year over year was due to:

  • the execution of the strategic initiative for US expansion;

  • diversification of our customer base and attracting new customers across the US and Canada and;

  • meeting the strong customer demand through the production and deployment of MobileyeZTM towers.

    This growth in revenue was offset by lower security personnel revenue, camera sales, and other service revenue.

    Quarter over quarter, the Company's total revenue was up $2,484 or 18% and Adjusted EBITDA was up $805 or 16%. Revenue increased quarter over quarter as a result of a larger fleet of security towers, revenue growth in the US and Canada through customer acquisition, and growing revenues from existing customers in both regions.

    Adjusted EBITDA was $5,738 for the three months ended September 30, 2025, compared to $3,409 for the three months ended September 30, 2024. This was an increase of $2,329 or 68%. Adjusted EBITDA increased year over year due to higher revenues and operating cost controls, offset by the increase in administrative and sales staff costs due to continued US growth. Adjusted EBITDA margin for the three months ended September 30, 2025 and three months ended September 30, 2024 has held steady as the Company has carefully managed costs while growing revenue.

    The Company's security and surveillance services continued to see strong demand and growth in revenues for the three months ended September 30, 2025 due largely to increased customer demand of its larger fleet of MobileyeZTM security towers and expanded US presence. Utilization rates remain strong throughout Q3 2025 for the company's US and Canada fleet.

    Financial and operational highlights for the three and nine months ended September 30, 2025 include:

  • For the three months ended September 30, 2025 net income before tax was $131 compared to a net income before tax of $310 for the three months ended September 30, 2024. The decrease in net income year over year is primarily attributable to the increase in general and administrative costs, depreciation expense, stock based compensation, and finance costs to support the growing US business.

  • On February 5, 2025, the Company closed a bought deal equity financing for $25,311 at a price of $3.35 per share. The Company issued 7.6 million common shares. Subsequent to the end of the quarter, the Company also increased its banking facility from $30.0 million to $50.0 million. This equity funding, along with the increased banking facilities secured in Q4 2025 will continue and allow the Company to expedite its growth in the US.

  • Expansion into strategic US markets including all major metros in Texas (Houston, Dallas, San Antonio, Austin, and Midland), Denver, Colorado, Phoenix, Arizona and Las Vegas, Nevada. The Company continues to see strong demand for its security services outside of Texas and its locations that have been established for less than a year are seeing rapid growth.

  • Significant customer wins in the residential home building segment across the US and Canada. We anticipate demand in this vertical to continue to increase as we expand our footprint in the US. This growth in the company's customer base has decreased the reliance on any one customer.

  • As the Company increases its fleet of MobileyeZTM and expands geographically, the risk related to customer and industry concentration has decreased. Zedcor's services continue to be customer and industry agonistic and the Company was able to diversify its customer base across the construction industry, and into retail security and logistics with key customer wins in both verticals.

  • Continued traction across Canada with the Company's established base of customers as well as expansion with new customers. The Company's strategy to diversify its geographical footprint and grow its customer base is yielding results and is continuing to see strong demand for the Company's service offering across this region.

  • On track US expansion. Zedcor exited Q3 2025 with 1,053 MobileyeZTM located in the US, expanded the base of operations with the ability to serve customers across the southern US and continued positive business development with both existing and new US customers.

  • The Company continued to expand its manufacturing capabilities, producing over 469 Solar MobileyeZ™ Security Towers in three months ended September 30, 2025 and 1,016 during the nine months ended September 30, 2025. Production capacity at the Houston, Texas facility has exceeded internal expectations and has increased to 35-40 towers per week to meet the growing U.S. customer demand. To support this ramp-up, the Company is actively managing its component suppliers and supply chains, while implementing efficiencies to streamline manufacturing processes.

  • The Company is actively monitoring its supply chains as it continues to execute our 2025 tower build out and starts to plan for continued growth in 2026.

  • The Company is focusing on improving its economies of scale to support customer demand as it continues to expand across the US. While focusing on efficiencies and manufacturing volume, the Company is also concentrating on reducing operating costs while maintaining customer service levels.

SELECTED QUARTERLY FINANCIAL INFORMATION

Sep

Jun

Mar

Dec

Sep

Jun

Mar

Dec

(Unaudited - in $000s, except per

30

30

31

31

30

30

31

31

share amounts)

2025

2025

2025

2024

2024

2024

2024

2023

Revenue

16,020

13,536

11,476

10,334

9,152

7,372

6,134

5,799

Net income (loss)

131

460

622

380

310

1,409

(470)

(860)

Adjusted EBITDA¹

5,739

4,933

4,109

4,002

3,409

2,695

1,898

1,401

Adjusted EBITDA per share -basic¹

0.05

0.05

0.04

0.05

0.04

0.03

0.03

0.02

Net income (loss) per share

Basic

0.00

0.00

0.01

0.01

0.00

0.02

(0.01)

(0.00)

Diluted

0.00

0.00

0.01

0.01

0.00

0.02

(0.01)

(0.01)

Adjusted free cash flow¹

7,747

931

1,546

3,305

3,705

1,018

458

482

1 See Financial Measures Reconciliations below

OPERATING SEGMENT REVIEW

The Company structured its operations in one operating and reportable segment, Security & Surveillance, based on the way that management organizes the Company's business for making operating decisions and assessing performance.

Security & Surveillance Segment

The S&S segment provides technology-based security solutions and operates a fleet of security towers equipped with high resolution security cameras and disturbance sensors. A central command center provides 24/7 live, verified monitoring to support the fleet of towers and remote monitoring for fixed camera installations. In addition, the segment offers on-site security personnel to customers across all market segments.