Quorum Information Technologies Inc

XTSX:QIS

Earnings Call Transcript

[Operator]

Good day, and thank you for standing by. Welcome to the Quorum Information Technologies Third Quarter 2025 Results. [Operator Instructions] Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Maury Marks, President and CEO. Please go ahead.

[Maury Marks, executive]

Thank you, Marvin. Hello, everybody, and thank you for attending Quorum Information Technologies Q3 2025 Results Conference Call and concurrent webcast. Joining me is our Chief Financial Officer, Marilyn Bown. Quorum offers innovative and robust technology solutions and services to vehicle dealerships and original equipment manufacturers or OEMs across North America, offering 13 of the 25 most common categories of software solutions that automotive dealerships utilize, our uniquely integrated product suite of 13 essential solutions are used in whole or in part by approximately 1,400 leadership customers across North America. There is at least one Quorum software solution installed in 40% of the franchise automotive dealerships in Canada. I'm proud to say our team delivered another quarter of disciplined execution with its second consecutive quarter of cash EBITDA growth in Q3 2025, reflecting the success of our profitability improvement plan initiated in Q1 2025.

Cash EBITDA increased to $1.5 million in Q3 2025 from $1.4 million in Q2 and $1 million in Q1. Quorum also delivered 2% year-over-year organic growth in annualized recurring revenue. Q3 2025 was also an extremely exciting quarter, making an important milestone in our history as we announced the proposed acquisition of Quorum by an affiliate, the purchaser of Valsoft Corporation, Inc., or Valsoft. The purchaser will acquire all of the issued and outstanding common shares of Quorum for $0.80 per share in cash pursuant to a statutory plan of arrangement. Completion of the transaction is subject to shareholder approval at a special meeting scheduled for November 26, 2025, as well as court and regulatory approvals and other customary closing conditions. The transaction is expected to close on or before December 15, 2025. Valsoft is the ideal partner for Quorum, bringing long-term investment and a collaborative approach that empowers our team to continue delivering exceptional service. We are indeed excited about the road ahead.

Marilyn will now review our Q3 2025 financial results, after which I will follow up with additional comments on the quarter and the proposed transaction. We will then open the floor to your questions. Marilyn, please go ahead.

[Marilyn Bown, executive]

Thank you, Maury, and good day, everybody. Thank you for being here with us today. I would like to remind everyone that certain statements in this presentation are forward-looking in nature, these include statements involving known and unknown risks, uncertainties and other factors as of management's control that could cause actual results to differ materially from those expressed in the forward-looking statements. Quorum is not assuming responsibility for the accuracy and completeness of the forward-looking statements and does not undertake any obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. For additional information on possible risks, please refer to our annual MD&A dated December 31, 2024 on the sedarplus.ca website.

As Maury mentioned, we are pleased to report that Q3 2025 results reflect another steady quarter of solid financial performance. Quorum delivered its second consecutive quarter of cash EBIT growth in Q3 2025, reflecting the success of our profitability improvement plan initiated in late Q1 2025, with cash EBITDA rising from $1 million in Q1 to $1.4 million in Q2 to $1.5 million in Q3 2025.

Quorum also delivered 2% organic growth in annualized recurring revenue, led by a 10% increase in BDC revenue year-over-year, primarily due to new customer revenue. Year-over-year, Q3 2025 results as compared to Q3 2024 results were: total revenue increased by 1% to $10 million, SaaS revenue decreased by 1% to $7.2 million. And as mentioned, BDC revenue increased by 10% to $2.7 million due to new customer revenue. Recurring SaaS and BDC revenue equated to an annual revenue run rate of $39.5 million and represented 99% of Quorum's revenue. Overall, gross margin increased by 1% to $5 million or 50% of total revenue, primarily due to operational efficiencies for the BDC cost structure.

Adjusted EBITDA was $1.9 million in Q3 2025 or 19% of revenue, a decrease of $0.3 million, primarily attributable to expensing more software development costs and increases in research and development expenses as well as higher third-party costs related to SaaS revenue. Cash EBITDA increased by 1% to $1.5 million or 15% of total revenue.

Quorum's focus on profitable growth has also resulted in improved balance sheet as total debt as of September 30, 2025, decreased by $1.4 million compared to November 31, 2024. Subsequent to September 30, 2025, Quorum made a prepayment of $0.4 million in principal and interest, resulting in a current balance of $2.5 million on the BDC Capital mezzanine loan facility. Quorum will continue to prepay 15% of the balance on an annual basis until maturity in August 2027.

Note that paying more than the 15% on an annual basis would result in significant penalties to Quorum. As of September 30, 2025, Quorum had net working capital of $5.4 million, cash and cash equivalents of $5 million and as a result of Quorum's reduced debt, total debt to cash EBITDA ratio has improved from 1.2x in Q3 2024 to 0.8x in Q3 2025.

Regarding the proposed acquisition of Quorum by the purchaser through the arrangement agreement transaction, there is no material impact from this arrangement agreement on the financial position of the company as at September 30, 2025, or on financial performance or cash flows the interim period then ended. The impact on subsequent periods is not known at this time.

Under the terms of the transaction, shareholders will receive $0.80 in cash per share held. The transaction will be subject to the approval of at least 2/3 of the votes cast by shareholders present in person or represented by proxy at a special meeting of shareholders scheduled for November 26, 2025. Completion of the transaction is subject to shareholder approval as well as court and regulatory approvals and other customary closing conditions. The transaction is expected to close on or before December 15, 2025.

Upon completion, Quorum's common shares will be delisted from the TSX Venture Exchange and Quorum will cease to be a reporting issuer under our Canadian securities laws. The transaction is not subject to a financing condition. Further details of the transaction and the arrangement agreement have been set out in the management information circular that was prepared and mailed to shareholders in connection with the special meeting. The management information circular is also available under the government section of Quorum's Investor Relations website at quoruminformationsystems.com and under Quorum's issuer profile on SEDAR+ at sedarplus.ca.

With that, I'd like to pass it back to Maury.

[Maury Marks, executive]

Thank you, Marilyn. As Marilyn mentioned, adjusted EBITDA in Q3 2025 was $1.9 million or 19% of revenue compared to $1.8 million or 18% of revenue in Q2 2025, a 6.5% increase. This improvement was again the result of the adjusted EBITDA improvement plan we implemented in Q1 2025.

Subsequent to the quarter, effective October 1, 2025, Quorum entered into a new 2-year agreement with AutoCanada. Under this agreement, committed annual revenue from AutoCanada was reduced from $8 million to $5.2 million. Quorum does not expect a material decline in profitability from this customer as the new agreement includes a mechanism for performance-based variable comp and enables further operational efficiencies within the BDC through the implementation of contract, BDC agents, automation, artificial intelligence and digital tools.

As mentioned on our previous calls, Quorum's focus on profitable growth allowed us to fully pay down our cash flow loan balance in Q2 2025, strengthening our balance sheet and reducing our BDC capital loan facility from $9.1 million at the end of 2023 to $2.8 million at the end of Q3 2025. As Marilyn mentioned, subsequent to the quarter, Quorum also made a prepayment of $0.4 million in principal and interest on its BDC capital loan facility. This now marks a 73% decrease or a $6.6 million decrease in the BDC capital loan facility in less than 2 years from $9.1 million at the end of 2023 to $2.5 million at November 1, 2025.

I'd also like to take the opportunity to express my sincere appreciation for our Quorum team. Their adaptability and dedication have been exceptional, enabling Quorum to deliver consistent results and navigate a dynamic market environment. Thanks to their efforts, Quorum is in a strong financial position with improved profitability, reduced debt and robust recurring revenue and is well equipped to leverage this strength to pursue strategic alternatives for future growth.

Moving to the pending arrangement agreement with the purchaser, this arm's length transaction values Quorum at approximately $60 million, and the consideration represents a 14% premium to the closing price of the shares on the TSX Venture Exchange on September 19, 2025. With this valuation, we feel that the acquisition recognizes the value and potential for our business. Quorum's board carefully evaluated all strategic paths forward and unanimously determined after consultation with its financial and legal advisers and after careful consideration of, among other things, a fairness opinion that the arrangement is in the best interest of Quorum.

The Board unanimously recommends that the shareholders vote in favor of the arrangement resolution. In connection with the transaction, each of the officers and directors of Quorum and certain shareholders collectively hold approximately 50% of the issued and outstanding shares and have entered into voting and support agreements with the purchaser, pursuant to which they have agreed to, among other things, vote their shares in favor of the transaction.

The transaction will be subject to the approval of at least 2/3 of the votes cast by shareholders present in person or represented by proxy at the special meeting of shareholders scheduled for November 26, 2025. Completion of the transaction is subject to shareholder approval as well as court and regulatory approvals and other customary closing conditions. The transaction is expected to close on or before December 15, 2025.

As I mentioned earlier, Valsoft is the ideal partner for Quorum because they invest and create value through long-term partnerships with management. This approach empowers our team to continue delivering for our customers with the same dedication and expertise they expect. With Valsoft's support and resources, Quorum will be able to innovate even faster. This partnership brings new opportunities for our employees and an even stronger focus on our customers' success.

In my previous comments, I recognized our Quorum team that has brought us to this milestone. I would also like to recognize our customers and partners and thank them for their trust and collaboration. And we remain committed to delivering the experience, value and results they expect from Quorum. And to our shareholders, this transaction reflects your support and belief in us and in our long-term strategy. Quorum has a bright future ahead, and I'm excited by the opportunity this transaction creates for our company.

With that, I'd like to turn the floor over to your questions. Noting, however, we cannot comment on integration planning post the close of the transaction, future operating structure or long-term strategy under our new ownership. But we can say that the enthusiasm we've seen from Valsoft reflects a strong belief in the Quorum team and our integrated product suite of 13 essential solutions for automotive dealership customers across North America and in the growth ahead.

Operator, I'd now like to open this conference call to any questions from our audience.

[Operator]

[Operator Instructions] And I'm showing no questions at this time. I'd now like to turn it back to Maury for closing remarks.

[Maury Marks, executive]

Well, thank you again for joining us today. This has been an important and energizing quarter for Quorum. We've advanced our strategic priorities, delivered solid results and entered into a transaction we feel is to the benefit of our employees, customers and shareholders. We're proud of what we've achieved and even more excited for what lies ahead. Take care, everybody. Thanks for joining us.

[Operator]

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.