Gross sales organic growth¹of 11.1% and gross profit organic growth¹ of 2.1%;

Returned $47.4 million in capital through dividends and share repurchases;

Announces Group CEO Transition

TORONTO and GATINEAU, QC, Aug. 8, 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 six months period ended June 30, 2024. All figures are in Canadian dollars unless otherwise stated.

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

Gross sales¹ of $1.06 billion, an increase of $106.4 million or 11.1%;
Gross sales organic growth¹ of 11.1% and gross profit organic growth^{^[1]} of 2.1%;
Revenue of $651.8 million, a decrease of $14.0 million;
Gross profit increased 2.1% to $179.3 million, representing a gross margin of 27.5%;
Adjusted EBITDA¹ increased 8.6% to $45.1 million;
Cash from operating activities was $52.4 million, an increase of $62.0 million, compared to cash used in operating activities of $9.6 million for the comparative period in the prior year;
Returned $47.4 million of capital to shareholders;
Reduced net debt^¹ by $194.0 million year-over-year and by $51.9 million compared to Q4 FY23 to $157.9 million, compared to $351.9 million as at Q2 FY23 and $209.8 million as at Q4 FY23.

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

Gross sales1 of $2.07 billion, an increase of $147.2 million or 7.7%;
Gross sales organic growth1 of 7.7% and gross profit organic growth of 2.1%;
Revenue of $1.28 billion, a decrease of $63.4 million;
Gross profit increased 2.1% to $354.6 million, representing a gross margin of 27.7%;
Adjusted EBITDA¹ increased 5.8% to $87.3 million;
Net loss of $168.5 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 $51.7 million of capital to shareholders;
Cash from operating activities was $163.3 million, an increase of $144.2 million, compared to $19.1 million for the comparative period in the prior year.


     __________________________


                 (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 definitions, uses and a reconciliation of historical non-IFRS financial measures to the most directly
                  comparable IFRS financial measures.

"Demand for products, software and services in our key practice areas of AI, cybersecurity and cloud drove double-digit organic growth in the second quarter, leading to our fourth consecutive quarter of billion-dollar gross sales," said Greg Berard, Converge CEO. "The team has done an incredible job adapting to the needs of our clients and demonstrating the strength and diversity of our business model. This has allowed us to return $51.7 million in capital to shareholders year-to-date and $47.4 million in Q2 alone through dividends and share repurchases."

Financial Summary

                            In $000s except per share amounts   3-month  3-month    6-month    6-month

                                                                Q2 2024  Q2 2023    Q2 2024    Q2 2023



              Gross Sales1                                   1,063,667   957,240   2,069,656   1,922,498



              Revenue                                          651,847   665,813   1,280,613   1,344,011



              Gross profit (GP)                                179,284   175,672     354,556     347,260


    Gross profit (GP) %                                        27.5 %   26.4 %     27.7 %     25.8 %



              Adjusted EBITDA1                                  45,107    41,257      87,316      82,531



              Adjusted EBITDA as a % of GP1                     25.2 %   23.6 %     24.6 %     23.8 %



              Net Loss                                       (164,963)  (4,495)  (168,503)    (7,856)



              Adjusted net income1                              38,759    25,124      61,466      49,565



              Adjusted EPS1                                      $0.19     $0.12       $0.30       $0.24

Subsequent to Quarter-End

On August 7, 2024, the Board declared a quarterly dividend of $0.015 per common share to be paid on September 10, 2024 to shareholders of record at the close of business on August 27, 2024.

Financial Outlook

Converge is providing financial guidance for the three months ended September 30, 2024 and fiscal year ended December 31, 2024 as follows:

(expressed in millions of Canadian dollars)

                  Q3 2023 Actual     Q3 2024 Expected  FY 2023 Actual      FY 2024 Expected


     Revenue              $710.1 
             $636 - $658          $2,705 
          $2,620 - $2,664


     Gross profit         $174.1 
             $172 - $178          $702.9   
            $709 - $721


     Adjusted
      EBITDA               $41.3   
             $43 - $47          $170.3   
            $176 - $184

Note: Q3 2023 Actual and FY 2023 Actual includes results of Portage which has been deconsolidated on June 27, 2024.

Group CEO Transition

Converge is announcing today that following the recent deconsolidation of Portage Cybertech Inc. ("Portage"), Converge will be eliminating the role of 'Group CEO' at the end of 2024. Shaun Maine will continue in his role as Chair of Portage and continue to be an advisor to Greg Berard, currently CEO of Converge. Greg will assume all of Mr. Maine's executive responsibilities at the beginning of 2025.

"Greg has expertly spearheaded the leadership of Converge globally since the beginning of 2023, integrating our family of acquisitions under One Converge and propelling our organic growth engine" said Shaun Maine, Group CEO. "From founding Converge in 2017 to becoming a global company with approximately 3,000 employees generating more than $4 billion in annualized gross sales, I'm immensely proud of the team's achievements. Greg created the practices areas in 2019 and is the right person to leverage those unique capabilities to take advantage of the growth opportunities in the IT Services marketplace, particularly around AI."

"On behalf of the Board, I want to thank Shaun for his unwavering vision and leadership," said Thomas Volk, Chair of the Board. "Under Greg's leadership, Converge is the strongest it has ever been, possessing the depth and scale to become a global leader and sustain long-term value creation for our shareholders."

Conference Call Details:
Date: Thursday, August 8^th, 2024
Time: 8:00 AM Eastern Standard Time

Participant Webcast Link:
Webcast Link - https://app.webinar.net/JRKZ82MjxEQ

Participant Dial-in Details with Operator Assistance:
Conference ID: 50386
Toronto: 1-289-819-1350
North American Toll Free: 1-800-836-8184

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/3VPeZPg

Recording Playback:
Webcast Link - https://app.webinar.net/JRKZ82MjxEQ
Toronto: 1-289-819-1450
North American Toll Free: 1-888-660-6345
Replay Code: 50386 #
Expiry Date: August 15^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)

                                                                   June 30, 2024 December 31, 2023

                                                                
     
                $      
              $



       
                Assets



       Current


      
        Cash                                                          173,820            169,872


           Restricted cash                                                   267                547


           Trade and other
            receivables                                                  882,385            803,652


           Inventories                                                    82,664             73,166


           Prepaid expenses
            and other assets                                              33,265             26,528


                                                                       1,172,401          1,073,765



       Non-current


          Investment in
           associates                                                     29,877                  -


          Unbilled
           receivables and
           other assets                                                  115,349             64,158


          Property,
           equipment and
           right-of-use
           assets, net                                                    68,880             75,488


          Intangible assets,
           net                                                           290,550            375,181


          Goodwill                                                       387,573            564,770



       
                 Total assets                                     2,064,630          2,153,362





       
                Liabilities



       Current


          Trade and other
           payables                                                    1,055,632            853,655


          Other financial
           liabilities                                                    32,341             54,095


          Deferred revenue                                                66,617             59,325


          Borrowings                                                      12,141              1,664


          Income taxes
           payable                                                                           9,286


                                                                       1,166,731            978,025



       Non-current


          Trade and other
           payables                                                      104,030             60,339


          Other financial
           liabilities                                                    42,875             57,668


          Borrowings                                                     319,538            378,007


          Deferred tax
           liabilities                                                    47,766             67,168



       
                 Total liabilities                                1,680,940          1,541,207





       
                Shareholders' equity


          Common shares                                                  574,155            599,434


          Contributed
           surplus                                                        12,586             10,970


          Accumulated other
           comprehensive
           income                                                         15,997              3,963


          Deficit                                                      (219,048)          (28,167)



       Total equity attributable to shareholders of Converge            383,690            586,200



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


                                                                         383,690            612,155



       
                Total liabilities and shareholders' equity        2,064,630          2,153,362

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

                                                                               Three months ended                       Six months ended

                                                                               June 30,                        June 30,


                                                                     2024     2023               2024       2023



     
                Revenue



     Product                                                     516,448  511,597          1,002,558  1,048,286



     Service                                                     135,399  154,216            278,055    295,725



     Total revenue                                               651,847  665,813          1,280,613  1,344,011



     Cost of sales                                               472,563  490,141            926,057    996,751



     
                Gross profit                                   179,284  175,672            354,556    347,260



     Selling, general and administrative expenses                135,943  136,699            271,836    268,732



     
                Income before the following                     43,341   38,973             82,720     78,528





     Depreciation and amortization                                25,208   26,893             49,421     52,783



     Finance expense, net                                          7,328   10,652             15,755     20,002



     Acquisition, integration, restructuring and other             4,868    4,083              8,456      8,367



     Change in fair value of contingent consideration              1,129    9,209              3,273      9,209



     Share-based compensation expense                              1,140    1,117              1,912      1,965



     Other (income) expense, net                                      48  (6,529)               255    (4,060)



     Loss on loss of control of Portage                              117                        117



     Impairment loss- Germany segment                            176,124                    176,124



     
                (Loss) Income before income taxes            (172,621)  (6,452)         (172,593)   (9,738)



     Income tax recovery                                         (7,658) (1,957)           (4,090)   (1,882)



     
                Net (loss) income                            (164,963)  (4,495)         (168,503)   (7,856)



     Net (loss) income attributable to:



     Shareholders of Converge                                  (163,315)  (3,548)         (165,230)   (5,505)



     Non-controlling interest                                    (1,644)   (947)           (3,273)   (2,351)


                                                                (164,963)  (4,495)         (168,503)   (7,856)



     
                Other comprehensive (loss) income



     Exchange gain (loss) on translation of foreign operations     3,895 (15,725)            12,034   (13,552)



     
                Comprehensive (loss) income                  (161,068) (20,220)         (156,469)  (21,408)



     Comprehensive (loss) income attributable to:



     Shareholders of Converge                                  (159,423) (19,273)         (153,196)  (19,057)



     Non-controlling interest                                    (1,645)   (947)           (3,273)   (2,351)


                                                                (161,068) (20,220)         (156,469)  (21,408)





     
                Adjusted EBITDA                                 45,107   41,527             87,316     82,531



     
                Adjusted EBITDA as a % of Gross profit          25.2 %  23.6 %            24.6 %    23.8 %



     
                Adjusted EBITDA as a % of Revenue                6.9 %   6.2 %             6.8 %     6.2 %

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

                                                                                                      For the three months                     For the six months
                                                                                                       ended                          ended
                                                                                           June 30,                       June 30,


                                                                                        2024             2023              2024           2023





     
                Cash flows (used in) from operating activities



     Net (loss) income                                                            (164,963)         (4,495)        (168,503)       (7,856)



     Adjustments to reconcile net (loss) income to cash from operating activities



     Depreciation and amortization                                                   26,973           29,235            54,017         56,785



     Unrealized foreign exchange (gains) losses                                                     (5,281)                        (2,818)



     Share-based compensation expense                                                 1,140            1,117             1,912          1,965



         Finance expense, net                                                         7,328           10,652            15,755         20,002



         Gain on sale of property and equipment                                           8            (598)               69          (598)



         Change in fair value of contingent consideration                             1,129            6,551             3,273          6,551



     Impairment loss - Germany segment                                              176,124                           176,124



     Loss on loss of control of Portage                                                 117                               117



        Income tax expense (recovery)                                               (7,658)         (1,957)          (4,090)       (1,882)


                                                                                      40,198           35,224            78,674         72,149



     Changes in non-cash working capital                                             36,231         (40,349)          109,353       (41,585)


                                                                                      76,429          (5,125)          188,027         30,564



     Income taxes paid                                                             (24,045)         (4,520)         (24,708)      (11,446)



     
                Cash from operating activities                                     52,384          (9,645)          163,319         19,118





     
                Cash flows used in investing activities



     Purchase of property, equipment and intangible assets                          (2,003)         (2,091)          (3,861)       (7,197)



     Proceeds on disposal of property and equipment                                                   3,681                           3,749



     Payment of contingent consideration                                           (16,164)           (975)         (19,328)       (9,935)



     Payment of deferred consideration                                              (4,002)         (4,066)         (11,867)      (29,720)



     Payment of NCI liability                                                                                                     (29,994)



     
                Cash used in investing activities                                (22,169)         (3,451)         (35,056)      (73,097)





     
                Cash flows (used in) from financing activities



     Transfers from restricted cash                                                     296            2,371               293          2,587



     Interest paid                                                                  (5,556)         (7,365)         (12,329)      (15,242)



     Dividends paid                                                                 (2,969)         (2,067)          (5,003)       (2,067)



     Payment of lease liabilities                                                   (5,028)         (5,089)         (10,116)      (10,224)



     Repurchase of common shares                                                   (44,425)        (14,230)         (46,721)      (14,230)



     Stock options exercised                                                            875                               875



     Repayment of notes payable                                                                        (40)             (39)          (80)



     Net proceeds from (repayment of) borrowings                                     41,799         (22,815)         (54,472)        11,384



     
                Cash (used in) from financing activities                         (15,008)        (49,235)        (127,512)      (27,872)





     
                Net change in cash during the period                               15,207         (62,331)              751       (81,851)



     Effect of foreign exchange on cash                                               1,631

Non-IFRS Financial Measures

This press release refers to certain performance indicators including Adjusted EBITDA, gross profit, gross sales, gross sales organic growth, net debt, 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, interest expense and net finance expense, foreign exchange gains and losses, other expenses and income, share-based compensation expense, income tax expense, change in fair value of contingent consideration, impairment loss, gain or loss on loss of control of subsidiary 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 six months
                                                               ended                            ended
                                                 June 30,                     June 30,


                                                2024          2023            2024          2023


                  Net (loss) income before
                   taxes                   (172,621)      (6,452)      (172,593)      (9,738)


     Depreciation and
      amortization                            25,208        26,893          49,421        52,783


     Depreciation included in
      cost of sales                            1,766         2,342           4,596         3,798


     Finance expense, net                      7,328        10,652          15,755        20,002


     Acquisition, integration,
      restructuring and other                  4,868         4,083           8,456         8,367


     Change in fair value of
      contingent consideration                 1,129         9,209           3,273         9,209


     Share-based compensation
      expense                                  1,140         1,117           1,912         1,965


     Other expense, net                           48       (6,317)            255       (3,855)


     Loss on loss of control on
      Portage                                    117                          117             -


     Impairment loss- Germany
      segment                                176,124                      176,124             -


                  Adjusted EBITDA             45,107        41,527          87,316        82,531

Adjusted EBITDA as a % of Gross Profit¹

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 EPS¹

Adjusted Net Income represents net income (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, amortization of acquired intangible assets, unrealized foreign exchange gain/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                              For the six
                                                                         months                                  months


                                                 ended June 30, ended June 30,


                                                                          2024        2023        2024      2023



     Net income (loss)                                              (164,963)    (4,495)  (168,503)   (7,856)



     Acquisition, integration, restructuring and other                  4,868       4,083       8,456     8,367



     Change in fair value of contingent consideration                   1,129       9,209       3,273     9,209



     Amortization on intangibles                                       20,271      21,527      39,857    41,735



     Foreign exchange (loss) gain                                          73     (6,317)        230   (3,855)



     Share-based compensation                                           1,140       1,117       1,912     1,965



     Loss on loss of control or Portage                                   117                    117



     Impairment loss- Germany segment                                 176,124                176,124



     
                Adjusted Net Income                                  38,759      25,124      61,466    49,565



     
                Adjusted EPS -Basic                                   $0.19       $0.12       $0.30     $0.24

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 six months


                                                ended June 30,                      ended June 30,


                                                                    2024       2023         2024         2023



     Product                                                    716,692    640,017    1,418,144    1,305,327



     Managed services and professional services                 112,026    135,977      234,279      255,444



     Maintenance, support and cloud solutions                   234,949    181,246      417,233      361,727



     Gross sales                                              1,063,667    957,240    2,069,656    1,922,498



     Less: adjustment for sales transacted as agent           (411,820) (291,427)    (789,043)    (578,487)



     Revenue                                                    651,847    665,813    1,280,613    1,344,011

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.

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 six months


                                                                             ended June 30,         ended June 30,


                                                                                                      2024         2023      2024       2023



              Gross sales                                                                       1,063,667      957,240 2,069,656  1,922,498



              Less: gross sales from companies not owned in comparative period                                214,227             459,857



              Gross sales of companies owned in comparative period                              1,063,667      743,013 2,069,656  1,462,641



              Prior period gross sales                                                            957,240      729,678 1,922,498  1,403,607



              
                Organic Growth -                                                $
     
       106,427       13,335   147,158     59,034


    Organic Growth - %                                                                            11.1 %       1.8 %    7.7 %     4.2 %

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 six months


                                                                             ended June 30,      ended June 30,


                                                                                                           2024     2023      2024       2023



              Gross profit                                                                             179,284  175,672   354,556    347,260



              Less: gross profit from companies not owned in comparative period                                 39,239              83,836



              Gross profit of companies owned in comparative period                                    179,284  136,433   354,556    263,424



              Prior period gross profit                                                                175,672  133,152   347,260    242,197



              Organic Growth -                                                             $
     
              3,612    3,281     7,296     21,227


    Organic Growth - %                                                                                  2.1 %   2.5 %    2.1 %     8.8 %

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 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 months ended March 31, 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 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.

For further information contact: Converge Technology Solutions Corp., Email: investors@convergetp.com, Phone: 416-360-1495For further information contact: Converge Technology Solutions Corp., Email: investors@convergetp.com, Phone: 416-360-1495

View original content:https://www.prnewswire.co.uk/news-releases/converge-reports-second-quarter-2024-results-302217163.html

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