NowVertical Fulfills Obligations and Enhances Shareholder Alignment

NowVertical Fulfills Obligations and Enhances Shareholder Alignment

TORONTO, ONTARIO, June 12, 2024 – NowVertical Group Inc. (TSXV: NOW) (OTCQB: NOWVF) (“NOW” or the “Company”) announces that the Company has settled CAD$2.35 million owing to the former shareholders of Acrotrend Solutions Ltd. (the “Sellers”), including the Company’s CEO, Sandeep Mendiratta.

Pursuant to the Company’s press release dated April 23, 2024, the Sellers were entitled to receive an aggregate of CAD$2.35 million in respect of certain historical earn out and top up obligations owing to the Sellers. Pursuant to a deed of amendment entered into between the Company and the Sellers, these obligations were settled through the issuance of 9,321,515 Class A subordinate voting shares in the capital of the Company (the “Shares”) at an average price of CAD$0.25 per share.

Following the issuance of the Shares, Sandeep Mendiratta, CEO of NOW, owns approximately ten percent of the issued and outstanding voting shares of NOW.

Sandeep Mendiratta, CEO of NowVertical, stated: “I am excited to be a substantial shareholder of NOW and remain committed to the growth of the Company. I see significant potential to improve and grow this business by integrating ourselves to operate as one brand, one business. This is a tremendous opportunity to participate in the future growth of the business”.

With this investment by the Sellers, the Company is in a much better position financially, with an improved balance sheet. In addition, the Sellers have waived their entitlement to interest in respect of the amounts of historical top up and earn out obligations.

Of the Shares issued, 7,835,277 Shares were issued at a price of CAD$0.27 per Share in settlement of CAD$2,115,525 of indebtedness and 1,486,238 Shares were issued at a price of CAD$0.1575 in settlement of CAD$234,082.50 of indebtedness owing to the Sellers.

All of the Shares issued to the Sellers are subject to a statutory four-month hold period. In addition, 7,835,277 Shares are subject to a contractual hold period expiring on the date that is six months following the date of issuance. 

About NowVertical Group Inc. 

The Company is a data analytics and AI solutions company offering comprehensive solutions, software and services. As a global provider, we deliver cutting-edge data, technology, and artificial intelligence (AI) applications to private and public enterprises. Our solutions form the bedrock of modern enterprises, converting data investments into business solutions. NOW is growing organically and through strategic acquisitions. For further details about NOW, please visit www.nowvertical.com.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

For further information, please contact:

Andre Garber
Chief Development Officer
IR@nowvertical.com

 

Glen Nelson
Investor Relations and Communications
e: glen.nelson@nowvertical.com
t: (403) 763-9797

 

Forward-Looking Statements

 

This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws (together “forward-looking statements”), including, without limitation regarding the alignment of management and the business unit leaders and the future success of the Company. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made.  Forward-looking statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by the forward-looking statements and the forward-looking statements are not guarantees of future performance. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: timing and receipt of regulatory approvals, adverse market conditions; risks inherent in the data analytics and artificial intelligence sectors in general; regulatory and legislative changes; that future results may vary from historical results; inability to obtain any requisite future financing on suitable terms; any inability to realize the expected benefits and synergies of acquisitions; that market competition may affect the business, results and financial condition of the Company and other risk factors identified in documents filed by the Company under its profile at www.sedarplus.com, including the Company’s managements’ discussion and analysis for the year ended December 31, 2023 dated May 6, 2024 and the prospectus supplement (including all documents incorporated by reference therein) dated February 22, 2023.  Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. All of the forward-looking statements contained in this press release are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking statements contained herein are provided as of the date hereof, and the Company does not intend, and does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law. Investors are cautioned that, trading in the securities of the Company should be considered highly speculative.

NowVertical Group Reports First Quarter 2024 Financial Results

NowVertical Group Reports First Quarter 2024 Financial Results

  • Q1 2024 Revenue was $12.9 million, an increase of 3% over Q1 2023
  • Q1 2024 Income from Operations was $0.2 million, an increase of 120% over Q1 2023
  • Q1 2024 Adjusted EBITDA was $1.6 million, an increase of 314% over Q1 2023

TORONTO, May 30, 2024 (GLOBE NEWSWIRE) — NowVertical Group Inc. (TSX-V: NOW) (OTCQB: NOWVF) (“NOW” or the “Company”), a leading data analytics and AI solutions company, today announced its financial results for the three months ended March 31, 2024.

“We made significant progress in the first quarter on multiple fronts, including leadership and governance, reconfiguring our go-to-market strategy, and implementing an aggressive strategic integration and restructuring plan,” said Sandeep Mendiratta, CEO of NOW. “This quarter was a transitional period as we initiated implementation of our One Brand, One Business strategy. Supported by our operator-first model, we are executing this strategy across multiple dimensions of our business. These changes enable us to focus on profitability and sustainability and long-term value creation, with positive results expected to build quarter over quarter as we move forward with our growth plan.”

Selected Financial Highlights:

  • Revenue – Revenue was $12.9 million in Q1 2024, an increase of 3% from $12.6 million in Q1 2023 and Adjusted Revenue was $13.0 million in Q1 2024 compared to $12.7 million in Q1 2023.
  • Gross Profit – Gross Profit was $6.3 million in Q1 2024, an increase of 2% from $6.2 million in Q1 2023.
  • Income from Operations – Income from Operations was $0.2 million in Q1 2024, an increase of 120% from a $1.0 million loss in Q1 2023.
  • Adjusted EBITDA – Adjusted EBITDA was $1.6 million in Q1 2024, an increase of 314% from $0.4 million in Q1 2023.
  • Administrative Expenses – Administrative Expenses were $6.1 million in Q1 2024, a decrease of 16% from $7.2 million in Q1 2023.
  • Net Loss – Net Loss was $1.5 million and Net Loss per fully diluted share was $0.02 in Q1 2024, consistent with a $1.5 million Net Loss and a Net Loss per basic and diluted share of $0.02 in Q1 2023.

Q1 2024 and Subsequent Business Highlights:

  • January 8, 2023, NOW added two highly qualified directors, David Charron and Chris Ford, to the Company’s Board of Directors and appointed Christine Nelson as Interim Chief Financial Officer of the Company effective as February 1, 2024.
  • January 15, 2024, NOW appointed Sandeep Mendiratta as Chief Executive Officer of the Company. Mr. Mendiratta’s appointment was a critical step in the strategic reorganization of the Company, designed to fast-track the integration of its global asset base.
  • On March 5, 2024, NOW announced a renewed contract with one of the oldest of South Africa’s “big four” banks for its NOW Privacy software. With this third consecutive renewal, the Customer agreed to a 3-year $1.5 million commitment paid in the first half of 2024.
  • On April 23, 2024, NOW announced amendments to its Acrotrend obligations that enabled it to improve its balance sheet by reducing its overall cash payment obligations, repay a substantial portion of the 2023 earn-out consideration due to the Acrotrend sellers in shares, and defer and cap certain future payments.
  • On May 1, 2024, NOW announced amendments to its Smartlytics agreement to complete its product group integration.
  • On May 14, 2024, NOW welcomed David Doritty as an independent director of the Company.
  • On May 27, 2024, the Company announced the strategic disposition of Allegient Defense, Inc. to a subsidiary of BCS, LLC for a gross consideration of up to $12.5 million, clearing $3.8 million of debt from NOW’s balance sheet, reducing deferred liabilities and supporting growth plans for its integrated business, enabling strategic investments in its core data analytics and AI solutions business.

Investor Webinar:

NOW invites shareholders, analysts, investors, media representatives, and other stakeholders to attend our upcoming webinar. Management will discuss Q1 2024 results, followed by a question-and-answer session.

Investor Webinar Registration:

Time: May 31, 2024, 09:30 AM in Eastern Time (US and Canada)
Register here: https://bit.ly/NOW_Q1_2024_Webinar

A recording of the webinar and supporting materials will be made available in the investor’s section of the company’s website at https://ir.nowvertical.com/news-and-media.

Related links:

https://www.nowvertical.com

Additional Information:

The Company’s unaudited first quarter 2024 condensed consolidated interim financial statements, notes to financial statements, and management’s discussion and analysis for the three months ended March 31, 2024, are available on the Company’s SEDAR+ profile at www.sedarplus.com. Unless otherwise indicated, all references to “$” in this press release refer to US dollars, and all references to “CAD$” in this press release refer to Canadian dollars.

About NowVertical Group Inc.

The Company is a data analytics and AI solutions company offering comprehensive solutions, software and services. As a global provider, we deliver cutting-edge data, technology, and artificial intelligence (AI) applications to private and public enterprises. Our solutions form the bedrock of modern enterprises, converting data investments into business solutions. NOW is growing organically and through strategic acquisitions. For further details about NOW, please visit www.nowvertical.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact:
Andre Garber, CDO
IR@nowvertical.com

Glen Nelson, Investor Relations and Communications:
glen.nelson@nowvertical.com
t: (403) 763-9797

Cautionary Note Regarding Non-IFRS Measures:

This news release refers to certain non-IFRS measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. The Company’s definitions of non-IFRS measures used in this news release may not be the same as the definitions for such measures used by other companies in their reporting. Non-IFRS measures have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company uses non-IFRS financial measures including “Adjusted Revenue”, “EBITDA”, and “Adjusted EBITDA”. These non-IFRS measures are used to provide investors with supplemental measures of our operating performance and to eliminate items that have less bearing on our operational performance or operating conditions and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of issuers. The Company’s management also uses non-IFRS financial measures to facilitate operating performance comparisons from period to period and prepare annual budgets and forecasts.

Non-IFRS Measures:

The non-IFRS financial measures referred to in this news release are defined below. The management discussion and analysis for the quarter ended March 31, 2024 (the “Q1 2024 MD&A”), available at nowvertical.com and on SEDAR+ and www.sedarplus.com, also contains supporting calculations for Adjusted Revenue, EBITDA, and Adjusted EBITDA.

Adjusted Revenue” adjusts revenue to eliminate the effects of acquisition accounting on the Company’s revenues.

EBITDA” adjusts net income (loss) before depreciation and amortization expenses, net interest costs, and provision for income taxes.

Adjusted EBITDA” adjusts EBITDA for revenue adjustments in “Adjusted Revenue” and items such as acquisition accounting adjustments, transaction expenses related to acquisitions, transactional gains or losses on assets, asset impairment charges, non-recurring expense items, non-cash stock compensation costs, and the full-year impact of cost synergies related to the reduction of employees in relation to acquisitions.

Forward‐Looking Statements:

This news release contains forward-looking information and forward-looking information within the meaning of applicable Canadian securities laws (together “forward-looking statements”), including, without limitation: the aggregate consideration to be received from sale of Defense, Inc. and expectations regarding NOW’s business, finances and operations. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-looking statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by the forward-looking statements and the forward-looking statements are not guarantees of future performance. Forward-looking statements are qualified in their entirety by inherent risks and uncertainties, including: adverse market conditions; risks inherent in the data analytics and artificial intelligence sectors in general; regulatory and legislative changes; that future results may vary from historical results; inability to obtain any requisite future financing on suitable terms; any inability to realize the expected benefits and synergies of acquisitions or dispositions; that market competition may affect the business, results and financial condition of the Company and other risk factors identified in documents filed by the Company under its profile at www.sedarplus.com, including the Company’s managements discussion and analysis for the year ended December 31, 2023. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

NowVertical Sells Allegient Business Unit to Focus on Core Business

NowVertical Sells Allegient Business Unit to Focus on Core Business

TORONTO, Ontario – May 27, 2024 /Globe Newswire/ – NowVertical Group Inc. (TSX-V: NOW) (“NOW” or the “Company”), a leading data analytics and AI solutions company, today announced the strategic disposition of Allegient Defense, Inc. (“Allegient”), to a subsidiary of BCS, LLC (the “Purchaser”) for a gross consideration of up to $12.5 million (the “Disposition”). All financial information in this press release is reported in United States dollars (USD), unless otherwise indicated.

“The sale of Allegient aligns with our commitment to optimize our core business strategy of integration to build one cohesive business and unified brand,” said Sandeep Mendiratta, CEO of NOW. “This transaction allows us to streamline our integration operations, enhance our overall EBITDA, and allocate resources more effectively towards the growth driven by our integration strategy.”

Strategic Rationale:

The Company acquired Allegient, a technical services support business focused on providing the United States federal government with technical staffing resources for scientific evaluation research and IT, business, financial systems support and administrative support staffing, on April 6, 2022. In 2023, Allegient reported revenue of $17.8 million and an income from operations margin of 8% with $1.4M income from operations. Before undertaking the Disposition, NOW considered multiple factors, including:

  • Focusing on Assets that can be Integrated: Allegient specializes in Systems Engineering and Technical Assistance (“SETA”) program staffing support work and derives less than 5% of its revenue from providing AI/ML and data solutions. Additionally, the level of security and confidential nature of Allegient’s work with federal government organisations meant that NOW could not leverage its global capabilities from other parts of the business to support Allegient. This strategic sale to the Purchaser enables Allegient to thrive in its niche while NOW concentrates on its “One Business, One Brand” strategy and vision to commercially focused data solutions using AI.
  • Opportunities for EBITDA and Margin Enhancement: With its cost-plus-fixed-fee structure, Allegient’s focus on SETA work provides consistent income from operations margins typically below 10% with limited opportunity for improvement. However, the rest of the Company’s operations benefit from higher scalability and optimization, achieving income from operations margins between 16% and 35% in the year ended December 31, 2023.

Deal Terms:

The $12.5 million of consideration for the transaction consists of $7.5 million in cash received on closing, $1.0 million pursuant to a secured promissory note issued to NOW at closing and payable in installments within 18 months of closing (the “Note”) and up to $4.0 million as an earn-out (the “Earn-Out”) payable on Allegient achieving certain revenue milestones. The amount of cash received at closing exceeds 2023 Free Cash Flows from the Allegient business unit by eleven times (11x), providing NOW with significantly enhanced financial flexibility.

Benefits to NOW:

  • Debt Reduction: The Disposition clears $3.8 million of debt from NOW’s balance sheet, significantly reducing overall debt liabilities.
  • Deferred Liabilities: The sale helps reduce deferred liabilities, improving NOW’s financial health.
  • Growth Facilitation: Proceeds from the Disposition support NOW’s growth plans for its integrated business, enabling strategic investments in core areas.

Following the Disposition, the Company will continue its operations in the government vertical, ensuring consistent service delivery to public sector clients in North America, UK, EMEA and Latam markets.

“We are excited about the partnership with NowVertical through the acquisition of Allegient,” said Dr. Alain Williams, CEO of the Purchaser. “This strategic move allows us to execute and build on Allegient’s strong opportunity pipeline and backlog. We look forward to leveraging Allegient’s expertise and capabilities to further enhance our service offerings and drive growth in the US federal sector.”

“I want to extend my genuine thanks to the Allegient team and its leadership, particularly Angel Diaz, for their outstanding contributions to the Company,” continued Mr. Mendiratta. “We wish them continued success in their future endeavours.”

For more detailed insights about the Disposition, we invite interested parties to watch a video prepared by the Company, available at: bit.ly/NOWDealInsights.

About NowVertical Group Inc.

The Company is a data analytics and AI solutions company offering comprehensive solutions, software and services. As a global provider, we deliver cutting-edge data, technology, and artificial intelligence (AI) applications to private and public enterprises. Our solutions form the bedrock of modern enterprises, converting data investments into business solutions. NOW is growing organically and through strategic acquisitions. For further details about NOW, please visit www.nowvertical.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 For further information, please contact:

 Andre Garber, Chief Development Officer:
IR@nowvertical.com

Glen Nelson, Investor Relations and Communications:
glen.nelson@nowvertical.com
t: (403) 763-9797

 NON-IFRS MEASURES

This news release refers to certain non-International Financial Reporting Standards (“IFRS”) measures. These measures are not recognized under IFRS, do not have a standardized meaning prescribed by IFRS, and are, therefore, unlikely to be comparable to similar measures presented by other companies. Please refer to the section below under the header “NON-IFRS MEASURES”. The non-IFRS financial measures referred to in this news release are defined below. 

 “EBITDA” adjusts net income (loss) before depreciation and amortization expenses, net interest costs, and provision for income taxes.

 “Income from operations margin” is defined as income (loss) from operations as a percentage of revenue.

 “Free Cash Flows” is defined as income (loss) from operations less interest and debt principal repayments.

 The following table shows the Free Cash Flows from Allegient during the year ended December 31, 2023.

 

Income from operations

 $              1,420,959

Interest payments on long-term debt

                     (206,754)

Principal repayments on long-term debt

                     (554,274)

Free Cash Flows

 $                   659,932

 

 Cautionary Note Regarding Non-IFRS Measures

This news release refers to certain non-IFRS measures. These measures are not recognized under IFRS, do not have a standardized meaning prescribed by IFRS, and are, therefore, unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. The Company’s definitions of non-IFRS measures used in this news release may not be the same as the definitions for such measures used by other companies in their reporting. Non-IFRS measures have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company uses non-IFRS financial measures including “EBITDA.”These non-IFRS measures provide investors with supplemental measures of our operating performance and eliminate items that have less bearing on our operational performance or operating conditions and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of issuers. The Company’s management also uses non-IFRS financial measures to facilitate operating performance comparisons from period to period and to prepare annual budgets and forecasts.

 Forward‐Looking Statements

This news release contains forward-looking information and forward-looking information within the meaning of applicable Canadian securities laws (together “forward-looking statements”), including, without limitation: the aggregate consideration to be received from the Disposition, the payment of the Notes, potential achievement of the revenue requirements for the Earn-Out and the total amount of such Earn-Out, and expectations regarding the potential impact of the Disposition on NOW’s business, finances and operations. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Forward-looking statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by the forward-looking statements and the forward-looking statements are not guarantees of future performance. Forward-looking statements are qualified in their entirety by inherent risks and uncertainties, including: adverse market conditions; risks inherent in the data analytics and artificial intelligence sectors in general; regulatory and legislative changes; that future results may vary from historical results; inability to obtain any requisite future financing on suitable terms; any inability to realize the expected benefits and synergies of acquisitions or the Disposition; that market competition may affect the business, results and financial condition of the Company and other risk factors identified in documents filed by the Company under its profile at www.sedarplus.com, including the Company’s managements discussion and analysis for the year ended December 31, 2023. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

NowVertical Group Announces First Quarter 2024 Earnings Release Date and Financial Webinar

NowVertical Group Announces First Quarter 2024 Earnings Release Date and Financial Webinar

TORONTO, Ontario – May 23, 2024 /Globe Newswire/—NowVertical Group Inc. (TSX-V: NOW) (OTCQB: NOWVF) (“NOW” or the “Company”), a leading data analytics and AI solutions company, will announce its 2024 first quarter financial results on Thursday, May 30, 2024, after the market close. This will be followed by a webinar at 9:30 AM EDT (6:30 AM PDT) on Friday, May 31, 2024, to discuss the Company’s financial and business results and outlook.

NOW invites shareholders, analysts, investors, media representatives, and other stakeholders to attend our upcoming earnings webinar to discuss Q1 2024 results. Participants will include Sandeep Mendiratta, Chief Executive Officer; Christine Nelson, Interim Chief Financial Officer; and Andre Garber, Chief Development Officer. A question-and-answer session will follow.

Investor Webinar Registration
Register to watch the webinar here: https://bit.ly/NOW_Q1_2024_Webinar

Following the call, a recording of the webinar and supporting materials will be available on the investor’s section of the company’s website at: https://nowvertical.com/news-and-media/

About NowVertical Group Inc.

The Company is a data analytics and AI solutions company offering comprehensive solutions, software and services. As a global provider, we deliver cutting-edge data, technology, and artificial intelligence (AI) applications to private and public enterprises. Our solutions form the bedrock of modern enterprises, converting data investments into business solutions. NOW is growing organically and through strategic acquisitions. For further details about NOW, please visit www.nowvertical.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact:

Andre Garber, CDO
IR@nowvertical.com

Glen Nelson, Investor Relations and Communications:
glen.nelson@nowvertical.com

t: (403) 763-9797

 

This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts and projections and include, without limitation, the use of proceeds from the Offering and the future success of the Company’s business.

 

The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict (such risks include, among others, the failure to use the proceeds of the Offering as set forth herein). Several factors could cause results to differ materially from those discussed in the forward-looking statements. Therefore, readers should not rely on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to update or revise any forward-looking statement publicly, whether as a result of new information, future events or otherwise.

NowVertical Welcomes David Doritty as Independent Director

NowVertical Welcomes David Doritty as Independent Director

TORONTO, Ontario – May 14, 2024 / Globe Newswire / – NowVertical Group Inc. (“NowVertical” or the “Company”) (TSX-V: NOW) (OTCQB: NOWVF), is pleased to announce the appointment of David Doritty, who currently serves as the Vice-Chair at Echelon Wealth Partners, as an independent director on NowVertical’s board of directors.

“We warmly welcome David Doritty as he joins our board,” stated Elaine Kunda, Chair of NowVertical’s Board. “His expertise in capital markets, corporate and financial governance, fortifies our leadership. Leveraging his wealth of experience, we are poised to optimize growth and profitability across NowVertical’s global business. Today’s developments mark another stride in our evolution toward a more sophisticated and integrated operational framework.”

Mr. Doritty brings decades of senior executive experience. In his current Vice-Chair role at Echelon Wealth Partners, held since December 2018, he has demonstrated a commitment to fostering robust client relationships and advancing innovative capital markets solutions. His role in facilitating connections between internal stakeholders and external partners has significantly enhanced Echelon’s visibility and reputation in the marketplace.

Previously, he served as Executive Vice President, Head of Sales & Trading at Echelon Wealth Partners. Before his time at Echelon, Mr. Doritty served as Deputy Chairman at Mackie Research Capital and spent three and a half years at Aurion Capital Management, a distinguished Canadian pension fund manager. Prior to Aurion, Mr. Doritty served as Vice Chairman at Dundee Capital Markets. His contributions have driven growth and strategic direction in these roles, reflecting his commitment to excellence and leadership in the financial sector. He is also a distinguished graduate of the Directors Education Program at the Institute of Corporate Directors, Rotman School of Management, University of Toronto.

To facilitate this appointment, NowVertical’s Chief Development Officer Andre Garber has stepped down from the board to focus on his responsibilities in management. NowVertical’s CEO, Sandeep Mendiratta, will remain on the board as a representative of management.

These further changes to the Company’s board are a result of the process to appoint an additional director, commenced as part of the Company’s settlement with Daren Trousdell.

“As we welcome David Doritty as an independent director, alongside David Charron and Chris Ford, who joined our board earlier this year, we are purposefully enhancing the profile and expertise to the leadership and governance of NowVertical,” expressed Elaine Kunda, Chair of NowVertical’s Board. “We also extend our appreciation to Andre Garber for his service on the board.”

About NowVertical Group Inc.: 

NowVertical Group is a data analytics and AI solutions company offering comprehensive solutions, software and services. As a global provider, we deliver cutting-edge data, technology, and artificial intelligence (AI) applications to private and public enterprises. Our solutions form the bedrock of modern enterprises, converting data investments into business solutions. NOW is growing organically and through strategic acquisitions. For further details about NOW, please visit www.nowvertical.com.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements:

This news release may contain forward-looking statements (within the meaning of applicable securities laws) which reflect the Company’s current expectations regarding future events. Forward-looking statements are identified by words such as “believe”, “anticipate”, “project”, “expect”, “intend”, “plan”, “will”, “may”, “estimate” and other similar expressions. These statements are based on the Company’s expectations, estimates, forecasts and projections and include, without limitation, statements regarding the future success of the Company’s business.

The forward-looking statements in this news release are based on certain assumptions. The forward-looking statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Several factors could cause actual results to differ materially from the results discussed in the forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, these forward-looking statements are made as of the date of this news release and, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

For further information, please contact:  

Andre Garber, Chief Development Officer
IR@nowvertical.com

Glen Nelson, Investor Relations and Communications:
glen.nelson@nowvertical.com
t: (403) 763-9797

NowVertical Group Reports Fourth Quarter and Full Year 2023 Financial Results

NowVertical Group Reports Fourth Quarter and Full Year 2023 Financial Results

TORONTO, Ontario – May 7, 2024 /Globe Newswire/ – NowVertical Group Inc. (TSX-V: NOW) (OTCQB: NOWVF) (“NOW” or the “Company”), a leading data analytics and AI solutions company, today announced audited financial results for its fourth fiscal quarter ended December 31, 2023. All figures are in U.S. dollars unless otherwise stated.

“Our operating model is evolving to better align with our strategic vision, driven by the integration of our business units. By consolidating formerly distinct businesses into a cohesive global framework, we are enhancing our solutions and services, streamlining resources and costs, and leveraging modern data and AI technologies. This strategic consolidation empowers us to deliver enhanced value propositions to our key accounts, collaborating closely with them to achieve tangible business outcomes and expand sales,” stated Sandeep Mendiratta, Chief Executive Officer.

Select results for the three months ended December 31, 2023:

  • Revenue was $10.1 million in the three months ended December 31, 2023, an increase of 20% over $8.4 million in the three months ended December 31, 2022. See year end adjustments below.
  • Gross Profit was $6.3 million or 59% in the three months ended December 31, 2023, an increase of 75% over $3.6 million or 43% in the three months ended December 31, 2022.
  • Loss from operations was $0.5 million in the three months ended December 31, 2023, an increase of 77% over $2.2 million in the three months ended December 31, 2022.
  • Net loss was $3.6 million in the three months ended December 31, 2023, consistent with a loss of $3.6 million in the three months ended December 31, 2022.
  • Adjusted EBITDA1 was $0.8 million in the three months ended December 31, 2023, and increase of 358% over a $0.3 million loss in the three months ended December 31, 2022.

Select results for the year ended December 31, 2023:

  • Revenue was $51.7 million in the year ended December 31, 2023, an increase of 91% over $27.7 million in the year ended December 31, 2022. See year end adjustments below.
  • Gross Profit was $26.7 million in the year ended December 31, 2023, an increase of 130% over $11.6 million in the year ended December 31, 2022.
  • Loss from operations was $0.07 million in the year ended December 31, 2023, an increase of 99% over $7.9 million in the year ended December 31, 2022.
  • Net loss was $5.9 million in the year ended December 31, 2023, an increase of 38% over $9.5 million in the year ended December 31, 2022.
  • Adjusted EBITDA1 was $5.4 million in the year ended December 31, 2023, an increase of 378% over a $1.9 million loss in the year ended December 31, 2022.

Q4 2023 year end adjustments:

  • In Q4 2023 management reviewed its license reseller arrangements and determined that the Company is an agent under the current contract arrangements resulting in an accounting change from gross to net revenue and coupled with a reversal of deferred revenue and deferred costs. This resulted in a reallocation of $5.9 million in revenue. Prior to the cost of revenue reallocation, revenue for the year ended December 31, 2023, would have been $57.7 million.
  • There was a significant devaluation of the Argentine peso in Q4 2023, resulting in an extraordinary non-cash accounting impact on the Company’s Argentine subsidiary’s 2023 fourth quarter financial results. If the December 31, 2023, exchange rate is applied to each quarter proforma, the Company’s revenue during the three months ended December 31, 2023, would have been $14.6 million and $62.1 million for the year ended December 31, 2023.

Q4 2023 Business Highlights:

  • Tier one banking relationships resulted in securing non-dilutive funding, which was transformational for the business, giving us a solid footprint in the UK and LATAM (Brazil) and allowing NOW to deliver projects with an attractive cost base.
  • On November 21, 2023, NOW announced new contract wins in its Consumer Goods vertical, expanding its client roster in the pharmaceutical industry. This includes collaborations with Takeda Pharmaceutical and Novo Nordisk in BI, Data Engineering, and data integration to enhance analytics capabilities and drive innovation. NOW emphasized its commitment to providing tailored solutions for clients, combining technology and industry expertise to transform data into a strategic asset for future AI implementations.
  • On December 5, 2023, the Company announced significant contract expansions and operations in the United Arab Emirates (UAE), establishing a regional strategic footprint. The expansion showcased successful collaborations in Consumer Goods, Professional Services, Financial Services, Industrials, and Government Verticals.
  • On December 12, 2023, NOW announced strategic expansions in Peru and Mexico, along with a new contract with McDonald’s LATAM, capitalizing on the Latin America big data analytics market’s projected growth, reaching over US$12 billion by 2028 and the artificial intelligence market’s anticipated annual growth rate of 18.44%, resulting in a market size of over US$19 billion by 2030. The Company’s expansion included collaborating with Google in Peru for predictive analytics projects with RIMAC Seguros y Reaseguros, strategic consulting in data governance with DMX in Mexico, and a contract with Arcos Dorados (McDonald’s LATAM) across Latin America.

2024 Business Highlights:

  • On January 8, 2024, the Company announced the strategic appointment of directors David Charron and Chris Ford to the board of directors of the Company, bringing expertise in capital markets, financial governance, and technology transformation.
  • On January 15, 2024, the Company announced a strategic reorganization, appointing Sandeep Mendiratta as CEO to fast-track global asset integration and drive the Company’s next growth phase.
  • On January 23, 2024, NOW announced successful contract acquisitions totalling approximately $1.5 million US with key government departments in Brazil through its A10 subsidiary, showcasing its commitment to delivering cutting-edge data and analytics solutions to enhance government functions.
  • Effective February 1, 2024, Christine Nelson assumed the role of Interim Chief Financial Officer, succeeding Alim Virani. The changes aligned with NOW’s commitment to a more mature and integrated operating model, enhancing leadership to pursue growth strategies and reinforce M&A execution.
  • On March 5, 2024, the Company announced a $1.5 million 3-year technology renewal sale with a long-standing major financial services customer in South Africa.
  • On April 23, 2024, the Company announced a strategic restructure of the Acrotrend Solutions Limited obligations which aligned the earn-out compensation payable tied to the overall success of the NOW business.

Business Outlook

The Company works with private and public sector clients of all sizes, including some of the world’s largest corporations. While 70%[1] of CEOs recognize AI deployment within their organization as a critical competitive advantage for the future, 68% also report being stymied by uncertainty around this space, which makes it challenging to act quickly, necessitating strong partnerships between large enterprises and global solution providers like NOW.

The Company’s core markets are growing, offering an estimated $8.6 billion potential in LATAM and $146.4 billion in NA, UK, and ME for data analytics alone. The projected compound annual growth rate is estimated at 35.5% globally between 2024 and 2030. Throughout the first quarter of 2024, the Company has undergone a significant operational realignment. We have consolidated our operations into two primary markets: Latin America (‘LATAM’), North America, UK, Europe, the Middle East and Asia (“NA & EMEA”). This strategic shift is about consolidation and establishing a dedicated platform for strategic account growth. This move is designed to optimize our product units for organic growth and profitability, demonstrating our commitment to reaching near-term profitability and expanding our offerings to key enterprise clientele. 

NOW’s strategic direction for 2024 and beyond involves deepening its connections with key accounts in the NA & EMEA, and LATAM regions. Through the integration of its top-tier solutions and services from various business units, the Company aims to develop highly compelling offerings tailored to the needs of its strategic partners. With more than 90 strategic accounts spanning these regions, NOW is actively refining its approach to delivering value-added solutions and services to each. This entails a restructuring of its teams to foster a culture of account-centricity, prioritizing a deep understanding of clients’ challenges and objectives. By doing so, NOW can offer contextualized solutions and services that directly align with their business objectives. 

 

Investor Webinar

NOW management will hold a quarterly broadcast to discuss Q4 2023 results at 9:30 am ET, Wednesday, May 8, 2024. Participants will include Sandeep Mendiratta, Chief Executive Officer; Christine Nelson, Interim Chief Financial Officer; and Andre Garber, Chief Development Officer. A question-and-answer session will follow.

Investor Conference Call Registration

Register to watch the webinar here: bit.ly/NOW-Q4-2023-Webinar

Following the call, a recording of the webinar and supporting materials will be available on the investor’s section of the Company’s website at https://nowvertical.com/news-and-media.

About NowVertical Group Inc.

The Company is a data analytics and AI solutions company offering comprehensive solutions, software and services. As a global provider, we deliver cutting-edge data, technology, and artificial intelligence (AI) applications to private and public enterprises. Our solutions form the bedrock of modern enterprises, converting data investments into business solutions. NOW is growing organically and through strategic acquisitions. For further details about NOW, please visit www.nowvertical.com.

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information, please contact:

Andre Garber, Chief Development Officer:
IR@nowvertical.com

Glen Nelson, Investor Relations and Communications:
glen.nelson@nowvertical.com
t: (403) 763-9797

 

NON-IFRS MEASURES

The non-IFRS financial measures referred to in this news release are defined below.  The management’s discussion and analysis for the three months and year ended December 31, 2023, which will be available on the Company’s SEDAR+ profile, also contains supporting calculations.

 

“EBITDA” adjusts net income (loss) before depreciation and amortization expenses, net interest costs, and provision for income taxes.

 “Adjusted EBITDA” adjusts EBITDA for acquisition accounting revenue adjustments in “Adjusted Revenue” and items such as acquisition accounting adjustments, transaction expenses related to acquisitions, transactional gains or losses on assets, asset impairment charges, non-recurring expense items, non-cash stock compensation costs, foreign exchange gains and losses and the full-year impact of cost synergies related to the reduction of employees.

 Cautionary Note Regarding Non-IFRS Measures

This news release refers to certain non-IFRS measures. These measures are not recognized under IFRS, do not have a standardized meaning prescribed by IFRS, and are, therefore, unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement those IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. The Company’s definitions of non-IFRS measures used in this news release may not be the same as the definitions for such measures used by other companies in their reporting. Non-IFRS measures have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. The Company uses non-IFRS financial measures, including “EBITDA” and “Adjusted EBITDA”. These non-IFRS measures provide investors with supplemental measures of our operating performance and eliminate items that have less bearing on our operational performance or operating conditions and thus highlight trends in our core business that may not otherwise be apparent when relying solely on IFRS measures. The Company believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of issuers. The Company’s management also uses non-IFRS financial measures to facilitate operating performance comparisons from period to period and to prepare annual budgets and forecasts.

Forward‐Looking Statements

This news release contains forward-looking information and forward-looking statements within the meaning of applicable Canadian securities laws (together “forward-looking statements”), including, without limitation regarding the benefits to be derived from the Company’s efforts, the results of the restructuring, the alignment of management and the business unit leaders, and timing of certain payments by the Company. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties, and contingencies. Investors are cautioned that forward-looking statements are not based on historical facts but instead reflect the Company’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made.  Forward-looking statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe” or “continue”, or the negative thereof or similar variations. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause future results, performance, or achievements to be materially different from the estimated future results, performance or achievements expressed or implied by the forward-looking statements and the forward-looking statements are not guarantees of future performance. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed thereon, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking statements are the following: timing and receipt of regulatory approvals, adverse market conditions; risks inherent in the data analytics and artificial intelligence sectors in general; regulatory and legislative changes; that future results may vary from historical results; inability to obtain any requisite future financing on suitable terms; any inability to realize the expected benefits and synergies of acquisitions; that market competition may affect the business, results and financial condition of the Company and other risk factors identified in documents filed by the Company under its profile at www.sedarplus.com, including the Company’s managements’ discussion and analysis for the year ended December 31, 2022 dated May 6, 2024 and the prospectus supplement (including all documents incorporated by reference therein) dated February 22, 2023.  Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. All of the forward-looking statement contained in this press release are qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking statements contained herein are provided as of the date hereof, and the Company does not intend, and does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law. Investors are cautioned that, trading in the securities of the Company should be considered highly speculative.

 

[1] Source: Ernst and Young Global, https://www.ey.com/en_gl/newsroom/2023/10/ceos-bet-big-on-generative-ai-to-gain-competitive-edge-despite-hurdles-to-adoption-and-m-and-a-challenges

 

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