NOW NowVertical Group Inc

NowVertical Group Inc. (TSX-V: NOW) (OTCQB: NOWVF) (“NOW” or the “Company”), a leading data analytics and AI solutions company, announces its financial results for the three months ended June 30, 2024 (“Q2 2024”). Unless otherwise specified, all dollar amounts are expressed in U.S. dollars.

Selected Financial Highlights for the Three Months Ended June 30, 2024:

• Revenue was $12.3 million in Q2 2024, a 12% decrease from $14.0 million in Q2 2023, and Adjusted Revenue was $12.5 million in Q2 2024 compared to $14.0 million in Q2 2023. Excluding the Allegient Defense, Inc. business, which was divested on May 24, 2024, and the Affinio Social business, which was divested on May 10, 2023, revenue was $9.4 million in Q2 2024 versus $9.3 million in Q2 2023, an increase of 2%.
• Gross Profit was $6.5 million in Q2 2024 compared to $6.8 million in Q2 2023. Gross Margin in Q2 2024 was 53% versus 49% in Q2 2023.
• Administrative Expenses were $5.8 million in Q2 2024, a 10% decrease from $6.5 million in Q2 2023, owing to a concerted restructuring effort by management to reduce overhead costs and increase efficiency in the business.
• Income from Operations was $0.7 million in Q2 2024, a 125% increase from $0.3 million in Q2 2023 due to gross margin and administrative expense improvements.
• Adjusted EBITDA was $1.8 million in Q2 2024, an 18% increase from $1.5 million in Q2 2023. Excluding the Allegient Defense, Inc. business, which was divested on May 24, 2024, and the Affinio Social business, which was divested May 10, 2023, Adjusted EBITDA was $1.5 million in Q2 2024 versus $1.4 million in Q2 2023, an increase of 12%.
• Net Income was $1.9 million and Net Income per basic and diluted share was $0.02 in Q2 2024, compared to a $1.1 million Net Loss and a Net Loss per basic and diluted share of $0.01 in Q2 2023.

"We continued to make strides in the second quarter towards laying the foundation for profitability and sustainability, prioritizing long-term stakeholder value creation," said Sandeep Mendiratta, CEO of NowVertical Group. "During the quarter, we made amendments to certain obligations, earnouts and completed other settlements, which will improve our balance sheet. We also undertook a strategic disposition, allowing us to focus on our core business and strengthened our board, further solidifying our leadership. We delivered these changes while improving our EBITDA nearly 20% year-over-year. I am pleased to report that our transition to operational excellence and execution is well underway by finding opportunities for synergies and organic growth driven by cross selling and product market fit to our client base.”

Q2 2024 and Subsequent Business Highlights:

• April 23, 2024: Announced amendments to its obligations to the former shareholders of Acrotrend Solutions Ltd. (the “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.
• May 1, 2024: The Company and the seller of Smartlytics Consultancy Limited agreed to amend the existing share purchase agreement to restructure the remaining earn-out obligations.
• May 14, 2024: Welcomed David Doritty as an independent director of the Company.
• May 27, 2024: 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.
• June 12, 2024: Further to NOW’s press release dated April 23, 2024, announced the settlement of the Acrotrend Obligations in the aggregate amount of $2.35 million owing to the former shareholders of Acrotrend Solutions Ltd., including the Company’s CEO, Sandeep Mendiratta, improving the balance sheet.
• August 1, 2024: Announced the launch of its “One Brand, One Business” unified proposition strategy and the unveiling of its newly redesigned website.
• August 13, 2024: Entered into a capital markets advisory agreement with Sophic Capital to provide investor relations services.

Q2 2024 Financial Results Investor Webinar:

NowVertical Group invites shareholders, analysts, investors, media representatives, and other stakeholders to attend our upcoming webinar. Management will discuss Q2 2024 results, followed by a question-and-answer session.

Investor Webinar Registration:

Time: Monday August 19, 2024, 10:00 AM in Eastern Time (US and Canada)

Register here: https://bit.ly/NOW-Q2

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

Related links:

https://www.nowvertical.com

Additional Information:

The Company's unaudited second quarter 2024 condensed consolidated interim financial statements, notes to financial statements, and management's discussion and analysis for the three months ended June 30, 2024, are available on the Company's SEDAR+ profile at www.sedarplus.ca. 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, CDOIR@nowvertical.com

Nikhil Thadani, Investor Relations and Communicationsnik@sophiccapital.com t: (289) 667-1977

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 June 30, 2024 (the “Q2 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 Allegient 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.