TORONTO / Apr 01, 2024 / Business Wire / Kontrol Technologies Corp. (Cboe CA:KNR) (OTCQB:KNRLF) (FSE:1K8) ( “Kontrol” or the “Company”) announces its results for the three months and fiscal year ended December 31, 2023.

“The positive annual performance demonstrates the Company’s success in achieving its key strategic objectives,” says Paul Ghezzi, CEO of Kontrol Technologies. “On a continuing operations basis, revenue, gross profit, earnings, and positive cash flow from operating activities increased for the year ended December 31, 2023, compared to the prior year (comparative period excludes discontinued operations). Further, we have strengthened the balance sheet through significant debt reduction.”

Fourth Quarter and Fiscal Year 2023 Highlights

• Revenues from continuing operations for the year ended December 31, 2023 were $18.8 million, up 16% over the prior year. Revenues from continuing operations for the three months ended December 31, 2023 were $5.1 million.

• Gross profit from continuing operations for the year ended December 31, 2023 was $11.6 million, up 32% over the prior year; Gross margin from continuing operations for the year ended December 31, 2023 was 61%, compared to 54% in the prior year.

• Adjusted EBITDA* from continuing operations for the year ended December 31, 2023 was $3.6 million, compared to $1.8 million in the prior year.

• Cash flows from operating activities were positive $3.7 million for the year ended December 31, 2023, compared to cash flows used in operating activities of $3.9 million in the prior year.

• Net loss from continuing operations for the year ended December 31, 2023 was $381.

• In Q4 of 2023 the Company took a one-time non-cash charge in the restructuring and consolidation of its building solutions brand and services under the new brand of Kontrol Buildings (formerly New Found Air) of $2,268,753.

Credit Agreement

In Q1, 2024 the Company entered into an amended Credit Agreement with its secured lender, a Schedule A Canadian bank, and exited from the Forbearance Agreement, thereby returning to regular commercial borrowing (see press release dated March 28, 2024).

Sale of ORTECH Consulting Inc.

On December 29, 2023, Kontrol completed the sale of its operating subsidiary ORTECH Consulting Inc. The structure of transaction involved the sale of operational assets to the purchaser and the purchaser assumed certain liabilities based upon the terms and conditions contained in the agreement. The sale price was $6.1 million. Working capital of approximately $600,000 was retained by the Company. Cash proceeds were $6.1 million less closing costs and less an indemnity holdback of $300,000. The Company recognized a gain on sale of assets of approximately $2.5 million.

2023 Financial Summary

Balance Sheet

Following the 2023 year end the Company has continued to pay down its secured debt obligations and anticipates that for the start of Q2 2024 the secured debt obligations will total approximately $3.7 Million (see press release dated March 28, 2024).

The Global Vendor Take back and the CEMSI Vendor Hold back are currently both in litigation and the Company is disputing that the amounts are payable. According to IFRS accounting policy both amounts are listed as current obligations of the Company on the balance sheet. The Company has no intention of paying these amounts based on its legal claims.

* Adjusted EBITDA is a non-IFRS financial measure. The Company defines Adjusted EBITDA as net income or loss before interest, income taxes, amortization, and depreciation, share based compensation, acquisition related expenses, listing expense, gain or loss on sale of assets, and impairment of assets.

A complete set of the Financial Statements and Management's Discussion & Analysis will be filed on SEDARPlus (www.sedarplus.com).

Kontrol Technologies Corp.

Kontrol Technologies Corp., a Canadian public company, is a leader in smart buildings and cities through IoT, Cloud and SaaS technology. Kontrol provides solutions and services to its customers to improve energy management, monitor continuous emissions and accelerate the sustainability of all buildings. Additional information about Kontrol Technologies Corp. can be found on its website at www.kontrolcorp.com and by reviewing its profile on SEDAR at www.sedarplus.com

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Neither CIRO nor any stock exchange or other securities regulatory authority accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Statements

This news release contains "forward-looking information" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as "may", "will", "expect", "likely", "should", "would", "plan", "anticipate", "intend", "potential", "proposed", "estimate", "believe" or the negative of these terms, or other similar words, expressions, and grammatical variations thereof, or statements that certain events or conditions "may" or "will" happen, or by discussions of strategy.

Where Kontrol expresses or implies an expectation or belief as to future events or results, such expectation or belief is based on assumptions made in good faith and believed to have a reasonable basis. Such assumptions include, without limitation, that sufficient capital will be available to the Company and that technology will be as effective as anticipated.

However, forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by such forward-looking statements. Such risks include, but are not limited to, that sufficient capital and financing cannot be obtained on reasonable terms, or at all; that those technologies will not prove as effective as expected; those customers and potential customers will not be as accepting of the Company's product and service offering as expected; and government and regulatory factors impacting the energy conservation industry.

Accordingly, undue reliance should not be placed on forward-looking statements and the forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement. The forward-looking statements contained herein are made as at the date hereof and are based on the beliefs, estimates, expectations, and opinions of management on such date. Kontrol does not undertake any obligation to update publicly or revise any such forward-looking statements or any forward-looking statements contained in any other documents whether as a result of new information, future events or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required under applicable securities law. Readers are cautioned to consider these and other factors, uncertainties, and potential events carefully and not to put undue reliance on forward-looking information.