Company Announcements

REGINA, SK , May 28, 2026 /CNW/ - SSC Security Services Corp. ("SSC" or the "Company") (TSXV: SECU) (OTCQX: SECUF), a national provider of physical and electronic security services to commercial, industrial and public sector clients across Canada, today releases its financial results for the second quarter ended March 31, 2026. On May 26, 2026, SSC announced a definitive Arrangement Agreement with Allied Universal pursuant to which Allied Universal will acquire all issued and outstanding common shares of SSC for all-cash consideration of $4.4075 per share, representing a 119% premium to the closing price on May 25, 2026 (the "Transaction"). Concurrent with the Transaction, SSC's cyber security and legacy agriculture businesses will be sold to a corporation controlled by current and former senior management. See "Subsequent Event" below. All figures are presented in Canadian dollars.

"SSC is continuing its profitable run this quarter. Our consistently strong results are a testament to the hard work of everyone at the company -- and while that may sound cliché, in our case it is very true. You don't achieve organic growth of over 15% without a team that is committed to their work and to creating value for our shareholders. There are many changes and opportunities ahead for our employees as we move toward new ownership with Allied Universal in the coming months. It has been an honour to lead this team and to be part of building one of the best security services companies in Canada," said Chairman and CEO Doug Emsley.

Key Highlights for Q2 2026:

• Strong Revenue Growth – The Company generated $32.0 million in revenue in Q2 2026, an increase of 15.5% from $27.7 million in the prior-year second quarter. This represents the highest second quarter revenue in the Company's history.
• Consistent Adjusted EBITDA - Adjusted EBITDA for the quarter ended March 31, 2026 was $1.2 million ($0.06 per share), an increase from the prior year second quarter adjusted EBITDA of $1.0 million ($0.06 per share).
• Gross Profit Growth – Gross profit was $5.0 million (15.6% margin) for the three months ended March 31, 2026, compared to $4.5 million (16.1%) in the same three-month period last year.
• Final Quarterly Dividend Paid; Dividend Subsequently Suspended - During the quarter we paid $0.03 per share in dividends to shareholders. Subsequent to the quarter, in connection with the Transaction, SSC has suspended all dividend payments effective immediately. No further dividends will be declared or paid.
• We finished the quarter ended March 31, 2026 with:
  • Cash and cash equivalents of $6.7 million equal to $0.36 per share;
  • Working capital of $25.1 million;
  • Total shareholders' equity of $60.4 million; and
  • No debt.  

Key Performance Indicators for the comparable periods are summarized below:  

REVENUE, GROSS PROFIT & NET INCOME 

Revenues for the quarter ended March 31, 2026 were $32.0 million compared with $27.7 million during the quarter ended March 31, 2025, an increase of $4.3 million (revenue increase of 15.5%). The Company's revenue increase was fully driven by organic growth from internal operations. The company's long-term recurring monthly revenues remain strong. 

Gross profit for the quarter ended March 31, 2026 was $5.0 million (15.6%) compared to $4.5 million (16.1%) during the same quarter last year. Comprehensive net income for the quarter ended March 31, 2026 was $0.2 million (profit of $0.01 per share), compared to comprehensive net income during the same quarter last year of $0.0 million (profit of $0.00 per share).

ADJUSTED NET INCOME & ADJUSTED EBITDA 

Adjusted EBITDA is the primary KPI used by the Company to measure the financial performance of the Company. Adjusted EBITDA for the quarter ended March 31, 2026, was $1.2 million ($0.06 per share), an increase from $1.0 million ($0.06 per share) during the same quarter last year.

Adjusted net income for the quarter ended March 31, 2026 was $0.4 million (profit of $0.02 per share), compared to an adjusted net income in Q2 2025 of $0.4 million (profit of $0.02 per share). 

BALANCE SHEET 

Key balance sheet items are summarized below: 

 OUTLOOK 

On May 26, 2026, SSC announced the Arrangement Agreement with Allied Universal as described above. In light of the Transaction, management is not providing a standalone strategic outlook for future periods. The Company's business continued to perform in line with management's expectations through the quarter ended March 31, 2026, with year-over-year revenue growth of 15.5% driven by organic contract wins and recurring physical security revenues. Management will continue to operate the business in the ordinary course pending closing of the Transaction. Shareholders should refer to the management information circular and related materials to be filed on SEDAR+ at www.sedarplus.ca for complete details regarding the Arrangement. 

SUBSEQUENT EVENT – ARRANGEMENT AGREEMENT

On May 26, 2026, SSC entered into a definitive Arrangement Agreement with Universal Protection Service, LP (operating as Allied Universal) pursuant to which Allied Universal will acquire all of the issued and outstanding common shares of SSC by way of a statutory plan of arrangement under The Business Corporations Act, 2021 (Saskatchewan). Under the terms of the Transaction, SSC shareholders will receive all-cash consideration of $4.4075 per share, representing a 119% premium to the closing price on May 25, 2026. The aggregate consideration payable to SSC shareholders is approximately $80.5 million.

Concurrent with the Transaction, SSC will sell its cyber security and legacy agriculture businesses (the "Carve-Out Business") to a corporation controlled by SSC's current and former senior management (the "Management Purchasers") pursuant to a management buyout. Because certain directors and officers of SSC are also Management Purchasers, a special committee of independent directors was established to oversee the Transaction on behalf of disinterested shareholders. The Transaction constitutes a "business combination" and "related party transaction" under Multilateral Instrument 61-101 and accordingly requires minority shareholder approval in addition to the standard two-thirds approval threshold.

The Transaction is subject to approval by at least two-thirds of votes cast by SSC shareholders, and by a simple majority of votes cast excluding shares held by the Management Purchasers, receipt of Court of King's Bench approval, TSX Venture Exchange approval, and other customary closing conditions. The Board of Directors has unanimously (with conflicted directors abstaining) determined that the Transaction is in the best interests of SSC and recommends that shareholders vote in favour. The Transaction is expected to close in July 2026. The management information circular is expected to be mailed to shareholders in June 2026 and will be filed on SEDAR+ at www.sedarplus.ca.  

As a result of the Transaction, SSC has suspended all dividend payments effective immediately. No further dividends will be declared or paid.

ABOUT SSC 

SSC Security Services Corp. is a national provider of cyber, physical and electronic security services to commercial, industrial and public sector clients across Canada. For more information, please visit www.securityservicescorp.ca

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE. 

Forward Looking Statements   

All forward-looking statements in this release are qualified in their entirety by reference to the Arrangement Agreement announced on May 26, 2026. Readers should not place reliance on forward-looking statements regarding the Company's standalone business strategy, capital allocation, acquisition plans, or dividend policy, as these are subject to the Arrangement. The Arrangement remains subject to shareholder approval, court approval, TSXV approval, and other customary conditions. There is no certainty that the Arrangement will be completed on the terms announced. This release includes forward-looking statements regarding SSC and its business. Such statements are based on the current expectations and views of future events of SSC's management. In some cases the forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "plan", "anticipate", "intend", "potential", "estimate", "believe" or the negative of these terms, or other similar expressions intended to identify forward-looking statements. The forward-looking events and circumstances discussed in this release may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting SSC, including risks regarding the security industry, the agricultural industry, economic factors and the equity markets generally and many other factors beyond the control of SSC. No forward-looking statement can be guaranteed. Forward-looking statements and information by their nature are based on assumptions and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statement or information. Accordingly, readers should not place undue reliance on any forward-looking statements or information. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and SSC undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. 

*Non-IFRS Measures  

SSC measures key performance metrics established by management as being key indicators of the Company's strength, using certain non-IFRS performance measures, including: 

• EBITDA, EBITDA per share, Adjusted EBITDA, Adjusted EBITDA per share, Adjusted Net Income, Adjusted Net Income per share. 

The Company uses these non-IFRS measures for its own internal 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 is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. The Company provides these non-IFRS measures to enable investors and analysts to understand the underlying operating and financial performance of the Company in the same way as it is frequently evaluated by Management. Management 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. For more detailed information, please refer to the Company's Management Discussion and Analysis dated May 25, 2026, available on the Company's website at www.securityservicescorp.ca and on SEDAR+ at www.sedarplus.ca.  

SOURCE SSC Security Services Corp.