Converge Reports Third Quarter 2024 Results

Year-to-date cash generated from operating activities increased by $97 million to $212 million, enabling continued net debt(1) reduction and a return of $61.7 million in capital to shareholders(1)

Announces Completion of Group CEO Transition and Appoints Greg Berard, CEO to the Company's Board of Directors

TORONTO and GATINEAU, QC, Nov. 12, 2024 /PRNewswire/ - Converge Technology Solutions Corp. ("Converge" or "the Company") (TSX: CTS) (FSE: 0ZB) (OTCQX: CTSDF) is pleased to provide its financial results for the three and nine months period ended September 30, 2024. All figures are in Canadian dollars unless otherwise stated.

Third Quarter 2024 Highlights (year-over-year, unless otherwise noted):

    --  Gross sales(1) of $945.0 million, a decrease of $91.8 million or 8.9%;
    --  Gross sales organic growth(1) of (8.4%) and gross profit organic
        growth((1)) of (7.3%);
    --  Revenue of $630.7 million, a decrease of $79.4 million or 11.2%;
    --  Gross profit decreased 9.1% to $158.3 million, representing a gross
        margin of 25.1%;
    --  Adjusted EBITDA(1) decreased 22.2% to $32.1 million;
    --  Cash from operating activities was $48.9 million, a decrease of $47.1
        million, compared to $95.9 million for the comparative period in the
        prior year;
    --  Returned $10.0 million of capital to shareholders(1) as compared to $3.1
        million return of capital to shareholders in Q3 FY23; and
    --  Reduced net debt((1)) by $30 million from $157.9 million at Q2 2024;
        maintaining a leverage ratio((1)) below 1.0x.

Year-To-Date 2024 Highlights (year-over-year, unless otherwise noted):

    --  Gross sales(1) of $3.0 billion, an increase of $55.4 million or 1.9%;
    --  Gross sales organic growth(1) of 2.0% and gross profit organic
        growth((1)) of (1.0%);
    --  Revenue of $1.9 billion, a decrease of $142.8 million;
    --  Gross profit decreased 1.6% to $512.8 million, representing a gross
        margin of 26.8%;
    --  Adjusted EBITDA(1) decreased 3.5% to $119.4 million;
    --  Net loss of $171.8 million, an increase in loss of $160.6 million,
        driven by the non-cash impairment charge on the Germany segment of
        $176.1 million;
    --  Returned $61.7 million of capital to shareholders((1)) as compared to
        $19.4 million return of capital to shareholders for the comparative
        period in prior year;
    --  Cash from operating activities was $212.4 million, an increase of $97.3
        million, compared to $115.1 million for the comparative period in the
        prior year; and
    --  Reduced net debt((1)) by $81.9 million to $127.8 million, from $209.8
        million at Q4 2023.

"While adverse macroeconomic conditions led to delays in hardware spending that impacted our third quarter results, we have already closed about 25% of the deals contributing to our gross profit shortfall and expect to close the remainder in Q4 and 2025. Meanwhile, we continued to see double-digit growth in our strategic investment areas--AI, cloud, and cybersecurity, driving growth in software and managed services revenue in the third quarter of 2024," said Greg Berard, CEO. "Our robust cash flow generation is a testament to our financial strength, and we are committed to executing a strategic and disciplined capital allocation approach to drive long-term value creation. This will be achieved through targeted, high-impact growth investments, while simultaneously returning a significant amount of capital to shareholders."

Financial Summary


                        In $000s except per share amounts  3-month  3-month    9-month    9-month

                                                           Q3 2024  Q3 2023    Q3 2024    Q3 2023



            Gross Sales(1)                                945,006 1,036,760   3,014,662   2,959,258



            Revenue                                       630,690   710,106   1,911,303   2,054,117



            Gross profit (GP)                             158,257   174,090     512,813     521,351


    Gross profit (GP) %                                   25.1 %   24.5 %     26.8 %     25.4 %



            Adjusted EBITDA(1)                             32,114    41,258     119,430     123,789



            Adjusted EBITDA as a % of GP(1)                20.3 %   23.7 %     23.3 %     23.7 %



            Net loss                                      (3,309)  (3,316)  (171,812)   (11,174)



            Adjusted net income(1)                         23,237    20,622      84,703      70,187



            Adjusted EPS(1)                                  0.12      0.10        0.42        0.34

Subsequent to Quarter-End

    --  On November 11, 2024, the Board declared a quarterly dividend of $0.015
        per common share to be paid on December 28, 2024 to shareholders of
        record at the close of business on December 10, 2024.

Financial Outlook
Converge is providing financial guidance for the three months ended December 31, 2024 and fiscal year ended December 31, 2024 as follows:

(expressed in millions of Canadian dollars)


                      Q4 2023     Q4 2024     FY 2023
                       Actual       Expected   Actual      FY 2024 Expected



     Revenue          $651.1 
       $600 - $646 $2,705.2 
          $2,511 - $2,558



     Gross profit     $181.5 
       $165 - $178   $702.9   
            $678 - $691



     Adjusted EBITDA   $46.5   
       $36 - $47   $170.3   
            $155 - $166

Note: Q4 2023 Actual and FY 2023 Actual include results of Portage CyberTech Inc. ("Portage") which has been deconsolidated on June 27, 2024.

Completion of Group CEO Transition
Converge is announcing today that the previously disclosed Group CEO transition plan has progressed ahead of schedule. As a result, the Board of Directors (the "Board") has accepted Shaun Maine's decision to step down as Group CEO and member of the Board, effective immediately. Greg Berard, currently CEO of Converge, has been appointed as a member to the Company's Board of Directors.

"On behalf of the Board, I want to thank Shaun for his visionary leadership and the profound impact he's had since co-founding the Company in 2017," said Thomas Volk, Chair of the Board. "We are pleased to welcome Greg Berard as the newest member of the Board. Greg's leadership as operational CEO has been a tremendous asset to the Company, and we look forward to the fresh perspectives and wealth of experience that he will bring to the Board."

Conference Call Details:
Date: Tuesday, November 12(th), 2024
Time: 8:00 AM Eastern Standard Time

Participant Webcast Link:
Webcast Link - https://app.webinar.net/kPR1pwqzK50

Participant Dial-in Details with Operator Assistance:
Conference ID:
71060
Toronto: 1-416-945-7677
North American Toll Free: 1-888-699-1199

International Toll-Free Numbers:
Germany: 498005889782
Ireland: 35315251826
Spain: 34917918582
Switzerland: 41432107274
United Kingdom: 448002797040

You may register and enter your phone number to receive an instant automated call back via https://emportal.ink/3BJcbwy.

Recording Playback:
Webcast Link - https://app.webinar.net/kPR1pwqzK50
Toronto: 1-289-819-1450
North American Toll Free: 1-888-660-6345
Replay Code: 71060 #
Expiry Date: November 19(th), 2024

Please connect at least 15 minutes prior to the conference call to ensure time for any software download that may be required to access the webcast. A live audio webcast accompanied by presentation slides and archive of the conference call and webcast will be available by visiting the Company's website at https://convergetp.com/investor-relations/.

About Converge
Converge Technology Solutions Corp. is a services-led, software-enabled, IT & Cloud Solutions provider focused on delivering industry-leading solutions. Converge's global approach delivers advanced analytics, artificial intelligence (AI), application modernization, cloud platforms, cybersecurity, digital infrastructure, and digital workplace offerings to clients across various industries. The Company supports these solutions with advisory, implementation, and managed services expertise across all major IT vendors in the marketplace. This multi-faceted approach enables Converge to address the unique business and technology requirements for all clients in the public and private sectors. For more information, visit convergetp.com.

Summary of Condensed Consolidated Interim Statements of Financial Position
(expressed in thousands of Canadian dollars) (unaudited)


                                                                   September 30, December 31,
                                                                            2024          2023

                                                                
     
                $ 
              $



       
                Assets



       Current


      
        Cash                                                          180,464       170,419


           Trade and other
            receivables                                                  775,026       803,652


           Inventories                                                    71,753        73,166


           Prepaid expenses and
            other assets                                                  34,111        26,528


                                                                       1,061,354     1,073,765



       Non-current


          Investment in
           associates                                                     27,909             -


          Unbilled receivables
           and other assets                                              202,290        64,158


          Property, equipment and
           right-of-use assets,
           net                                                            66,621        75,488


          Intangible assets, net                                         272,646       375,181


      
       Goodwill                                                       385,022       564,770



       
                 Total assets                                     2,015,842     2,153,362





       
                Liabilities



       Current


          Trade and other
           payables                                                      976,301       853,655


          Other financial
           liabilities                                                    43,799        54,095


          Deferred revenue                                                61,872        59,325


      
       Borrowings                                                      25,754         1,664


          Income taxes payable                                                          9,286


                                                                       1,107,726       978,025



       Non-current


          Accrued liabilities and
           other payables                                                180,704        60,339


          Other financial
           liabilities                                                    41,955        57,668


      
       Borrowings                                                     282,589       378,007


          Deferred tax
           liabilities                                                    43,396        67,168



       
                 Total liabilities                                1,656,370     1,541,207





       
                Shareholders' equity


          Common shares                                                  557,292       599,434


          Contributed surplus                                             15,347        10,970


          Accumulated other
           comprehensive income                                           13,009         3,963


      
       Deficit                                                      (226,176)     (28,167)



       Total equity attributable to shareholders of Converge            359,472       586,200



       Non-controlling interest ("NCI")                                               25,955


                                                                         359,472       612,155



       
                Total liabilities and shareholders' equity        2,015,842     2,153,362

Summary of Condensed Consolidated Interim Statements of Income and Comprehensive Income
(expressed in thousands of Canadian dollars) (unaudited)


                                                                                Three months ended                      Nine months ended

                                                                                September 30,                      September 30,


                                                                      2024     2023               2024        2023



     
                Revenue



     Product                                                      500,881  559,646          1,503,439   1,607,932



     Service                                                      129,809  150,460            407,864     446,185



     Total revenue                                                630,690  710,106          1,911,303   2,054,117



     Cost of sales                                                472,433  536,016          1,398,490   1,532,766



     
                Gross profit                                    158,257  174,090            512,813     521,351



     Selling, general and administrative expenses                 129,042  134,935            400,878     403,667



     
                Income before the following                      29,215   39,155            111,935     117,684





     Depreciation and amortization                                 19,961   29,456             69,382      82,239



     Finance expense, net                                           7,126   10,867             22,881      30,870



     Acquisition, integration, restructuring and other              2,236    2,601             10,692      10,969



     Change in fair value of contingent consideration               1,016                      4,289       9,209



     Share-based compensation                                       2,761      774              4,673       2,738



     Other expense (income), net                                      865    (170)             1,120     (4,230)



     Loss on loss of control of Portage                                                         117



     Loss from investment in associates                             1,968                      1,968





     Impairment loss - Germany segment                                                      176,124



     
                Loss before income taxes                        (6,718) (4,373)         (179,311)   (14,111)



     Income tax recovery                                          (3,409) (1,057)           (7,499)    (2,937)



     
                Net loss                                        (3,309) (3,316)         (171,812)   (11,174)



     Net loss attributable to:





     Shareholders of Converge                                     (3,309) (1,802)         (168,539)    (7,309)



     Non-controlling interest                                             (1,514)           (3,273)    (3,865)


                                                                   (3,309) (3,316)         (171,812)   (11,174)



     
                Other comprehensive income (loss)



     Item that may be reclassified subsequently to income (loss):



     Exchange differences on translation of foreign operations    (2,988)   2,891              9,046    (10,661)



     
                Comprehensive loss                              (6,297)   (425)         (162,766)   (21,835)



     Comprehensive loss attributable to:



     Shareholders of Converge                                     (6,297)   1,089          (159,493)   (17,970)



     Non-controlling interest                                             (1,514)           (3,273)    (3,865)


                                                                   (6,297)   (425)         (162,766)   (21,835)





     
                Adjusted EBITDA                                  32,114   41,258            119,430     123,789



     
                Adjusted EBITDA as a % of Gross profit           20.3 %  23.7 %            23.3 %     23.7 %

Summary of Condensed Consolidated Interim Statements of Cash Flows
(expressed in thousands of Canadian dollars) (unaudited)


                                                                                                      For the three
                                                                                                       months                           For the nine months
                                                                                ended September 30,         ended September 30,


                                                                                  2024            2023              2024              2023





     
                Cash flows from operating activities



     Net loss                                                                 (3,309)        (3,316)        (171,812)         (11,174)



     Adjustments to reconcile net loss to net cash from operating activities



     Depreciation and amortization                                             22,860          31,559            76,877            88,344



     Unrealized foreign exchange loss (gain)                                      650                              880           (2,818)



     Share-based compensation                                                   2,761             774             4,673             2,738



         Finance expense, net                                                   7,126          10,867            22,881            30,870



         (Loss) gain on sale of property and equipment                              4                               73             (598)



         Change in fair value of contingent consideration                       1,016                            4,289             9,209



     Impairment loss - Germany segment                                                                        176,124



     Loss on loss of control of Portage                                                                           117



     Loss from investment in associates                                         1,968                            1,968



        Income tax recovery                                                   (3,409)        (1,057)          (7,499)          (2,937)


                                                                                29,667          38,827           108,571           113,634



     Changes in non-cash working capital items                                 22,289          63,102           131,642            18,858


                                                                                51,956         101,929           240,213           132,492



     Income taxes paid                                                        (3,097)        (5,987)         (27,805)         (17,433)



     
                Cash from operating activities                               48,859          95,942           212,408           115,059





     
                Cash flows from (used in) investing activities



     Purchase of (proceeds from) property, equipment and intangible assets      2,213         (1,593)          (1,648)          (5,041)





     Payment of contingent consideration                                                    (10,899)          (19,328)         (20,834)



     Payment of deferred consideration                                          (508)       (14,095)          (12,375)         (43,815)



     Payment of NCI liability                                                                  (973)                          (30,967)



     
                Cash from (used in) investing activities                      1,705        (27,560)          (33,351)        (100,657)





     
                Cash flows (used in) from financing activities



     Transfers from restricted cash                                                            (519)                             2,068



     Interest paid                                                            (5,801)       (10,544)          (18,130)         (25,786)



     Dividends paid                                                           (2,922)        (2,047)          (7,925)          (4,114)



     Payment of lease liabilities                                             (4,677)        (4,975)         (14,793)         (15,199)



     Repurchase of common shares                                              (7,072)        (1,064)         (53,793)         (15,294)



     Stock options exercised                                                                                      875



     Repayment of notes payable                                                                 (39)             (39)            (119)



     Net repayment of borrowings                                             (23,874)        (21,977)          (78,346)         (10,593)



     
                Cash used in financing activities                          (44,346)        (41,165)         (172,151)         (69,037)





     
                Net change in cash during the period                          6,218          27,217             6,906          (54,635)



     Effect of foreign exchange on cash                                           159           (439)            4,213              (34)



     Cash derecongnized on loss of control of Portage                                                         (1,074)



     Cash, beginning of the period                                            174,087          78,443           170,419           159,890



     
                Cash, end of the period                                     180,464         105,221           180,464           105,221

Non-IFRS Financial Measures
This press release refers to certain performance indicators including Adjusted EBITDA, gross sales, gross sales organic growth, net debt, return of capital, leverage ratio, adjusted net income ("Adjusted Net Income") and adjusted earnings per share ("Adjusted EPS") that do not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Management believes that these measures are useful to most shareholders, creditors, and other stakeholders in analyzing the Company's operating results and can highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS financial measures. The Company also believes that securities analysts, investors and other interested parties frequently use non-IFRS measures in the evaluation of issuers.

Management also uses non-IFRS measures in order to facilitate operating performance comparisons from period to period, prepare annual operating budgets and assess the ability to meet capital expenditure and working capital requirements. These non-IFRS financial measures should not be considered as an alternative to the consolidated income (loss) or any other measure of performance under IFRS. Investors are encouraged to review the Company's financial statements and disclosures in their entirety, are cautioned not to put undue reliance on non-IFRS measures and view them in conjunction with the most comparable IFRS financial measures.

Please see "Non-IFRS Financial & Supplementary Financial Measures" and "Summary of Consolidated Financial Results" in the Company's most recent Management's Discussion and Analysis, which is available on the Company's profile on SEDAR+ at www.sedarplus.ca, for further details on certain non-IFRS measures, which information is incorporated by reference herein.

Adjusted EBITDA

Adjusted EBITDA represents net income or loss adjusted to exclude amortization, depreciation, net finance expense, foreign exchange gains and losses, other expenses and income, share-based compensation expense, income tax expense or recovery, change in fair value of contingent consideration, impairment loss, gain or loss on loss of control of subsidiary, income or loss from investment in associates and acquisition, integration, restructuring and other expenses. Acquisition and transaction related costs primarily consists of acquisition-related compensation tied to continued employment of pre-existing shareholders of the acquiree not included in the total purchase consideration and professional fees. Integration costs primarily consist of professional fees incurred related to integration of acquisitions completed. Restructuring costs mainly represent employee exit costs as a result of synergies created from acquisitions and organizational changes.

Adjusted EBITDA is not a recognized, defined, or standardized measure under IFRS. The Company's definition of Adjusted EBITDA will likely differ from that used by other companies and therefore comparability may be limited.

Adjusted EBITDA should not be considered a substitute for or in isolation from measures prepared in accordance with IFRS.

The IFRS measure most directly comparable to Adjusted EBITDA presented in the Company's financial statements is net (loss) income before taxes.

The Company has reconciled Adjusted EBITDA to the most comparable IFRS financial measure as follows:


                                                             For the three
                                                              months                   For the nine months
                                        ended September 30,     ended September 30,


                                           2024         2023         2024         2023


                  Net loss before taxes (6,718)     (4,373)   (179,311)    (14,111)


     Depreciation and
      amortization                       19,961       29,456       69,382       82,239


     Depreciation included in
      cost of sales                       2,899        2,103        7,495        6,105


     Finance expense, net                 7,126       10,867       22,881       30,870


     Acquisition, integration,
      restructuring and other             2,236        2,601       10,692       10,969


     Change in fair value of
      contingent consideration            1,016                    4,289        9,209


     Share-based compensation             2,761          774        4,673        2,738


     Other expense (income), net            865        (170)       1,120      (4,230)


     Loss on loss of control on
      Portage                                                       117            -


     Loss from investment in
      associates                          1,968                    1,968            -


     Impairment loss -Germany
      segment                                                   176,124            -


                  Adjusted EBITDA        32,114       41,258      119,430      123,789

Adjusted EBITDA as a % of Gross Profit

The Company believes that Adjusted EBITDA as a % of gross profit is a useful measure of the Company's operating efficiency and profitability. This is calculated by dividing Adjusted EBITDA by gross profit.

Adjusted Net Income and Adjusted EPS

Adjusted Net Income represents net income or loss adjusted to exclude acquisition, integration, restructuring and other expenses, change in fair value of contingent consideration, impairment loss, gain or loss on loss of control of subsidiary, income or loss from investment in associates, amortization of acquired intangible assets, unrealized foreign exchange gain or loss, and share-based compensation. The Company believes that Adjusted Net Income is a more useful measure than net income as it excludes the impact of one-time, non-cash and/or non-recurring items that are not reflective of Converge's underlying business performance. Adjusted EPS is calculated by dividing Adjusted Net Income by the total weighted average shares outstanding on a basic and diluted basis. The IFRS measure most directly comparable to Adjusted Net Income presented in the Company's financial statements is net income (loss) and net income (loss) per share.

The Company has provided a reconciliation to the most comparable IFRS financial measure as follows:


                                                                         For the three
                                                                          months                   For the nine months


                   ended September 30,                                   ended September 30,


                                                           2024     2023         2024         2023



     Net loss                                          (3,309) (3,316)   (171,812)    (11,174)



     Acquisition, integration, restructuring and other   2,236    2,601       10,692       10,969



     Change in fair value of contingent consideration    1,016                4,289        9,209



     Amortization on intangibles                        17,915   21,056       57,772       62,793



     Foreign exchange loss (gain)                          650    (493)         880      (4,348)



     Share-based compensation                            2,761      774        4,673        2,738



     Loss on loss of control or Portage                                        117



     Loss from investment in associates                  1,968                1,968



     Impairment loss- Germany segment                                      176,124



     
                Adjusted Net Income                   23,237   20,622       84,703       70,187



     
                Adjusted EPS - Basic                    0.12     0.10         0.42         0.34

Return of capital

The Company calculates return of capital to shareholders as the total of cash used in dividend payments and share repurchases.

Net Debt

The Company calculates net debt(1) as current and non-current borrowings) less cash.

Leverage Ratio

The Company defines leverage ratio as net debt (current and non-current borrowings less cash) divided by trailing twelve months Adjusted EBITDA.

Gross sales and gross sales organic growth

Gross sales, which is a non-IFRS measure, reflects the gross amount billed to customers, adjusted for amounts deferred or accrued. The Company believes gross sales is a useful alternative financial metric to net revenue, the IFRS measure, as it better reflects volume fluctuations as compared to net revenue. Under the applicable IFRS 15 'principal vs agent' guidance, the principal records revenue on a gross basis and the agent records commission on a net basis. In transactions where Converge is acting as an agent between the customer and the vendor, net revenue is calculated by reducing gross sales by the cost of sale amount.

The Company has provided a reconciliation of gross sales to revenue, which is the most comparable IFRS financial measure, as follows:


                                                                       For the three
                                                                        months                  For the nine months


                   ended September 30,                                 ended September 30,


                                                        2024      2023        2024         2023



     Product                                        668,057   721,871   2,086,201    2,027,198



     Managed services and professional services     119,128   129,382     353,407      384,826



     Maintenance, support and cloud solutions       157,821   185,507     575,054      547,234



     Gross sales                                    945,006 1,036,760   3,014,662    2,959,258



     Less: adjustment for sales transacted as agent 314,316   326,654   1,103,359      905,141



     Revenue                                        630,690   710,106   1,911,303    2,054,117

Organic Growth

The Company measures organic growth at the gross sales and gross profit levels, and includes the contributions under Converge ownership in the current and comparative period(s). In calculating organic growth, the Company therefore deducts gross sales and gross profit generated from all corresponding prior comparable pre-acquisition period(s) from the current reporting period(s) included in the consolidated results.

Organic growth calculations for the three and nine-months ended September 30, 2024, deduct gross sales and gross profits from Portage for the three months ended September 30, 2023 due to deconsolidation of Portage on June 27, 2024.

Gross sales organic growth is calculated by deducting prior period gross sales, from current period gross sales for the same portfolio of companies. Gross sales organic growth percentage is calculated by dividing organic growth by prior period reported gross sales.


                                                                                     For the three months                     For the nine months


                            ended September 30,                                      ended September 30,


                                                                                          2024          2023      2024        2023



              Gross sales                                                             945,006     1,036,760 3,014,662   2,959,258



              Less: gross sales from companies not owned in comparative period                     133,891              593,758



              Gross sales of companies owned in comparative period                    945,006       902,869 3,014,662   2,365,500



              Less: prior period gross sales(i)                                     1,031,779       730,571 2,954,277   2,134,178



              
                Organic Growth -                                    $
     
      (86,773)      172,298    60,385     231,322


    Organic Growth - %                                                               (8.4 %)       23.6 %    2.0 %     10.8 %

     (i) For the three and nine months ended September 30, 2024, Portage prior period gross sales
          of $4,981 is excluded

Gross profit organic growth is calculated by deducting prior period gross profit, from current period gross profit for the same portfolio of companies. Gross profit organic growth percentage is calculated by dividing organic growth by prior period reported gross profit.


                                                                                      For the three
                                                                                       months                       For the nine months


                            ended September 30,                                       ended September 30,


                                                                                                     2024      2023        2024         2023



              Gross profit                                                                       158,257   174,090     512,813      521,351



              Less: gross profit from companies not owned in comparative period                            20,375                 104,212



              Gross profit of companies owned in comparative period                              158,257   153,715     512,813      417,139



              Less: Prior period gross profit(ii)                                                170,639   139,654     517,900      381,851



              
                Organic Growth -                                     $
     
                (12,382)   14,061     (5,087)      35,288


    Organic Growth - %                                                                          (7.3 %)   10.1 %    (1.0 %)       9.2 %

     (ii) For the three and nine months ended September 30, 2024, Portage prior period gross profits
           of $3,451 is excluded



     ________________________________



     
                (1) This is a Non-IFRS measure (including non-IFRS ratio) and not a recognized, defined or a standardized measure under IFRS. See the "Non- IFRS Financial Measures" section of this press release for definition, uses and a reconciliation of historical non-IFRS financial measures to the most directly comparable IFRS financial measures.

Forward-Looking Information

This press release contains certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation regarding Converge and its business. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Specifically, statements regarding Converge's forecast on revenue, gross profit and Adjusted EBITDA, expectations of future results, performance, prospects, the markets in which it operates or about any future intention with regard to its business and acquisition strategies are considered forward-looking information. The foregoing demonstrates Converge's objectives, which are not forecasts or estimates of its financial position, but are based on the implementation of its strategic goals, growth prospects, and growth initiatives. The forward-looking information, including management's assessments of, and outlook for, gross profit and Adjusted EBITDA, are based on management's opinions, estimates and assumptions, including, but not limited to: (i) Converge's results of operations will continue as expected, (ii) the Company will continue to effectively execute against its key strategic growth priorities, (iii) the Company will continue to retain and grow its existing customer base and market share, (iv) the Company will be able to take advantage of future prospects and opportunities, and realize on synergies, including with respect of acquisitions, (v) there will be no changes in legislative or regulatory matters that negatively impact the Company's business, (vi) current tax laws will remain in effect and will not be materially changed, (vii) economic conditions will remain relatively stable throughout the period, (vii) the industries Converge operates in will continue to grow consistent with past experience, and (ix) those assumptions described under the heading "About Forward-Looking Information" in the Company's Management's Discussion and Analysis for the three and nine months ended September 30, 2024. While these opinions, estimates and assumptions are considered by the Company to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information.

The forward looking information, including the achievement of target revenue, gross profit and Adjusted EBITDA set out above, are subject to significant risks including, without limitation: that the Company will be unable to effectively execute against its key strategic growth priorities, including in respect of acquisitions; the Company will be unable to continue to retain and grow its existing customer base and market share; risks related to the Company's business and financial position; that the Company may not be able to accurately predict its rate of growth and profitability; risks related to economic and political uncertainty; income tax related risks; and those risk factors discussed in greater detail under the "Risk Factors" section of the Company's most recent annual information form and under the heading "Risks and Uncertainties" in the Company's most recent Management's Discussion and Analysis, which are each available under the Company's profile on SEDAR+ at www.sedarplus.ca. Many of these risks are beyond the Company's control.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.

Although the Company bases these forward-looking statements on assumptions that it believes are reasonable when made, the Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity and the development of the industry in which it operates may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the Company's results of operations, financial condition and liquidity and the development of the industry in which it operates are consistent with the forward-looking statements contained in this press release, those results of developments may not be indicative of results or developments in subsequent periods.

There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents the company's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information or to publicly announce the results of any revisions to any of those statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should only be viewed as historical data.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

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SOURCE Converge Technology Solutions Corp.