3 Sixty Announces Further Delay to Filing 2019 Fiscal Year End Financial Results and Intention to File Amended and Restated Interim Financial Statements; Cease Trade Order Issued by the Ontario Securities Commission as a Result
ALMONTE, Ontario, July 15, 2020 (GLOBE NEWSWIRE) — 3 Sixty Risk Solutions Ltd. (“3 Sixty” or the “Company”) (CSE: SAFE) (OTCQB: SAYFF) (FSE: 62P2) announced today that the release of its financial results for the fourth quarter and fiscal year ended December 31, 2019 will be further delayed. Though the Company was nearing completion of the necessary procedures to finalize the audit of the year-end financial statements in order to effect the necessary filings on July 15, 2020 as previously indicated, the Company was made aware of the need to reassess the amounts recorded in the Company’s interim financial statements for intangible assets and goodwill for each of the three month periods ended March 31, 2019, June 30, 2019 and September 30, 2019 (collectively, the “2019 Interim Results”) as it relates to the Company’s acquisition of Total Cannabis Security Solutions (“TCSS”) in January 2019. Following this reassessment, the Company has determined that it is necessary to amend and restate these interim financial statements and related management’s discussion and analysis, which it must do prior to finalizing and filing the financial results for the fourth quarter and fiscal year ended December 31, 2019.
In response to the inability of the Company to file the financial results for the fourth quarter and fiscal year ended December 31, 2019 by July 15, 2020, a cease trade order (the “Cease Trade Order”) was issued by the Ontario Securities Commission (“OSC”) against the Company and its securities. As a result, trading of the Company’s shares on the Canadian Securities Exchange will be halted until the Cease Trade Order is revoked. The Cease Trade order replaces the management cease trade order previously issued by the OSC in response to the Company’s filing default.HIGHLIGHTSFiscal 2019 total revenue estimated at $29 million, a 427% increase from fiscal 2018 from $5.5 millionFiscal 2019 total customers were 601, a 2,900% increase from fiscal 2018 customers from 20Fiscal 2019 total employees were 626, a 525% increase from fiscal 2018 employees from 99, establishing a nationwide teamActively rebuilding management team and executing on cost saving initiatives resulting in more than $5.5 million annualized tangible cost savings by Q2 2020Commenting on the Company’s fiscal year ended December 31, 2019, Founder, Chairman, a.i., and CEO, Thomas Gerstenecker, said “2019 was a year of incredible growth for the Company in terms of infrastructure, capacity and revenue, in particular, completing a going-public transaction, and the acquisition of two operating businesses (TCSS and INKAS Security Services Ltd.). In addition, scaling front line personnel and significant revenue growth year-over-year. I am pleased and thankful for the entire operating team’s efforts over the year on delivering ‘top-shelf’ security services to our clients,” said Founder, Chairman, a.i., and CEO, Thomas Gerstenecker.“We have however, recognized past ineffectual practices and have taken active measures to realize our key 2020 objectives, becoming a sustainably profitable company.The Company has made significant strides to correct the 2019 ineffectual practices by onboarding a seasoned Chief Financial Officer (CFO). Furthermore, strengthened our internal process and procedures, senior management team, board of directors and established an advisory board that will help contribute to realizing our key 2020 objectives. This sets the stage for expected EBITDA positive results. Our team is working hard to amend and restate the 2019 Interim Results and file as soon as possible. Rest assured, from an operational perspective, we continue to pursue our objective of sustainable growth and profitability and seek to continue securing long term, meaningful contracts” said Gerstenecker.The Company is actively working to finalize and file the outstanding continuous disclosure documentation and anticipates being able to file the amended and restated 2019 Interim Results, the audited annual financial statements and related management’s discussion and analysis for the fiscal year ended December 31, 2019 and the interim financial statements and related management’s discussion and analysis for the three month period ended March 31, 2020 on or before August 31, 2020. Once all outstanding continuous disclosure documents have been filed, the Company will seek to have the Cease Trade Order revoked and trading reinstated.A copy of the Cease Trade Order has been posted on the website of the Canadian Securities Administrators at cto-iov.csa-acvm.ca and will be posted on the Company’s website.About 3 Sixty Risk Solutions Ltd.3 Sixty, a wholly-owned subsidiary, is a multi-national security services company. 3|Sixty proudly offers customized security solutions to public and private sector clients across the globe. Services include: cash in transit; high value storage; protective services; secured transport; high risk training, personal protection, and security risk management consulting. 3 Sixty has a staff of over 600 employees and operates a fleet of over 120 vehicles, seven secure facilities nationwide with a combined security footprint of approximately 35 million square feet of patrolled area across Canada.Further Information.For further information regarding the Company, please contact:Kelly Anne King
Manager, Corporate Services
1 (866) 360-3360
IR@3sixtysecure.comForward-Looking InformationThis news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. 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. In this news release, forward-looking statements relate, among other things, to: the business and operations of 3 Sixty. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, 3 Sixty assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.