Jasper to Acquire Cartika, Expanding into Managed Infrastructure as a Service (IaaS) for Mid-Market Businesses
- For the 12 months ended December 31, 2021, Cartika had revenues of approximately $1.5 million with EBITDA of $128 thousand
- Cartika has over 200 customers, and over 95% of its revenues are recurring
- Cartika is expected to be an accretive acquisition, and is expected to contribute significantly to Jasper's revenue, and accelerate EBITDA breakeven
- Transaction to be funded utilizing cash on hand, common shares of Jasper, Vendor-Take-Back, and an earn-out payable in common shares of Jasper
VANCOUVER, BC, Oct. 11, 2022 /CNW/ - Jasper Commerce Inc. (TSXV: JPIM) ("Jasper"or the "Company"), a leading provider of Product Information Management ("PIM") solutions, announces it has today entered into a share purchase agreement to acquire 100% of the shares of Cartika Internet Solutions Provider Inc. and its affiliated and subsidiary companies (Bacula4Hosts Inc. and Cologlobal Inc.) (collectively "Cartika") (the "Transaction"). Cartika is a full-service IT infrastructure provider specializing in managed cloud and IaaS support for mid-market businesses.
Transaction Highlights:
Cartika, located in Toronto, Ontario, has 12 Full Time Equivalents (FTEs) and has been servicing its 200+ customers since 2000. For the 12 months ended December 31, 2021, Cartika had revenues of approximately $1.5 million and EBITDA of $128 thousand. Over 95% of its revenues are recurring. Through efficiencies arising from sharing customer support resources and optimizing their hosting platform, Jasper believes it can increase Cartika's Gross Margin by upwards of 15%, from the 40% range to approximately 55%. Cartika's estimated long-term debt obligations, assuming a closing date of December 1, 2022, are expected to amount to approximately $714,500 in the aggregate.
On a Pro Forma basis, for Jasper's Fiscal 2023 (ending July 31, 2023), including eight months of Cartika contribution, the Company expects total revenue of $3.5 million to $4.0 million, up as much as 135% from its Fiscal 2022 revenue guidance of $1.68 million, with gross margins on such revenue of the combined entities estimated to be between 50 and 55%.
New revenue opportunities arising from cross selling amongst the two Companies' non-overlapping customer bases could provide additional upside.
"When it comes to serving small to mid-sized businesses (SMBs), especially in the eCommerce space, having fewer technical integrations and infrastructure to manage is key. By leveraging Cartika's secure IaaS platform, we will now be able to offer eCommerce merchants a fully integrated all-in-one business management experience," said Jon Marsella, Founder and CEO of Jasper.
Our long term vision is to utilize Cartika solutions to develop robust self provisioning cloud hosting capability for merchants using QuickBooks (and other on-premise accounting platforms), combined with leading inventory management or content management systems such as WordPress and others.
Combining these popular eCommerce back office tools with modern shopping cart platforms, such as Shopify, Square or WooCommerce, gives us an opportunity to reach millions of new merchants with an even more potent single source of truth to grow their revenues and better organize & merchandise their products and inventories.
Eventually, as a result of this acquisition, our merchant customers will be able to ramp up their own eCommerce business through a single solution, all quickly and easily and at an affordable price.
We view this acquisition as strategically and financially accretive, having primary synergies in the form of shared hosting and infrastructure costs, shared cross-selling opportunities between customer bases, strong additive support (i.e., acqui-hire) for our existing technology infrastructure team, and to jump start our eCommerce business-in-a-box end game.
The expected result of these increased cost efficiencies and new revenue opportunities will enable Jasper to reach positive EBITDA sooner than our previously communicated estimate of Calendar Q3 2023."
Sean Coutts, Chief Operating and Technical Officer of Jasper Commerce adds:
"What we appreciate most about Cartika's CEO and team, is their knowledge and passion for building scalable and secure cloud hosted infrastructure for hundreds of growing businesses; businesses that rely heavily upon Cartika to securely host and maintain mission critical business data.
Managed services and intelligent cloud hosted applications is a highly disciplined field. It is often executed poorly, and Cartika has a long standing reputation for providing high quality IaaS solutions with trusted customer service.
The Jasper technology team has a deep focus and experience base largely in software development and elegant and intuitive user experiences. Adding the Cartika technology team to ours will round out our capability and provide incredible support for the security, governance and SaaS cloud hosted platform management side of Jasper PIM.
The integrated cloud hosted management platform Cartika has built will ultimately become part of our own critical SaaS architecture and enable us to offer new IaaS services to Jasper's existing and future PIM customer base."
Andrew Rouchotas, Founder and CEO of Cartika, spoke about the benefits of this acquisition:
"We saw an opportunity to expand our IaaS solutions to a broader Enterprise customer base in the shorter term, and in so doing, we became even more excited about Jasper's longer-term vision to help bring our IaaS solutions to scale for tens of thousands of SMB customers in the future. This is a very interesting merger opportunity for us and I look forward to continuing to operate and expand the Cartika business for years to come.
Expanding into the eCommerce cloud hosting space to support an explosive platform such as Jasper PIM was exciting for me as the Founder and principal architect of our platform. I have worked with many great customers for more than two decades building highly tailored infrastructure solutions, and the prospect of doing so in a more repeatable fashion at a larger scale for a great PIM brand in a growing industry was very attractive to me.
Jasper has put together a world-class team culture, and as the principal visionary behind my own business, it was important to myself and my team to have access to great new sales/marketing resources and other product developers not otherwise easily available. I look forward to being a part of the Jasper team and to providing Cartika customers an even more fulsome and robust set of offerings over the coming years.
Purchase Consideration:
Pursuant to the share purchase agreement, Jasper will acquire 100% of the issued and outstanding shares of Cartika in exchange for the following consideration: (i) $300,000 in cash from Jasper's existing cash balance (Working Capital at the end of Fiscal 2022 was approximately $2.5 million, as pre-announced by Jasper on August 11, 2022); (ii) $200,000 in a Vendor Take Back, payable over three years with principal and interest payments; and (iii) $1,050,000 in Jasper common shares at the greater of Jasper's volume weighted average trading price for the ten trading days prior to the closing date, and $0.50 per share; and (iv) up to $1,000,000 over 2 years ("Earn Out" ) conditional upon revenue growth of Cartika payable in Jasper common shares at the greater of Jasper's volume weighted average trading price for the ten trading days prior to the end of the applicable Earn Out period, and $0.50 per share. In addition to statutory hold periods, all shares issued in conjunction with this Transaction will have a 12 month hold on them in addition to applicable statutory hold periods. The seller of the shares of Cartika is not a "Non-Arm's Length Party" (as such term is defined in the Corporate Finance Manual of the TSX Venture Exchange) of Jasper. The Transaction is subject to customary closing conditions, including receipt of TSX Venture Exchange approval, and is expected to close in early December 2022.
Investor Update Webinar:
The Company will host a webinar to discuss the transaction and take any investor questions on October 12th 2022, at 1:00pm ET (10:00am PT)
Register here:
https://us02web.zoom.us/webinar/register/WN_uItiefXSSgqbA6hRM7FEqw
Investors can send questions in advance to [email protected].
A recording of the webinar will be available shortly after the event.
Jasper offers a Product Information Management (" PIM ") solution that has the objective of empowering eCommerce merchants to manage and merchandise their products from a single source of truth, facilitating them to sell more, sell faster and work smarter. Jasper's PIM is accessible from anywhere via a web-browser and is intended to simplify the process by which online merchants import product data into the PIM. Once uploaded, merchants can add various product data including product attributes, images, videos, marketing information, inventory quantities and price books and efficiently merchandise their products using various features that include, among other things, the ability to adjust product categorization, pricing data and other key metrics. Jasper's PIM also allows for automatic syncing to popular eCommerce storefronts, marketplaces, or other connected channels, whenever new products are added to the PIM.
Cartika offers an Infrastructure as a Service ("IaaS") solution, specializing in managed public and private cloud infrastructure & support. Cartika's objective is to ensure its clients remain compliant through IT, Governance, and Cyber Security. Data storage and data transitions are handled securely and efficiently using Cartika. In business for over two decades, Cartika has gained the trust of more than 200 customers with their client-comes-first approach, competitive pricing, and dedicated in-house support team. Integrated backups, data recovery, and the ability to customize are cornerstones of Cartika's service and help set them apart from the competition.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Investors are cautioned that, except as disclosed in the Filing Statement prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements relating to the acceptance of the Transaction by the TSX Venture Exchange, the closing of the Transaction, the financial performance of the Company on its own and on a combined post-Transaction basis, and the business plans of the Company. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Any number of factors could cause actual results to differ materially from these forward‐looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
SOURCE Jasper Commerce, Inc.
Jon Marsella, CEO, [email protected], (437) 253-7773; Nik Thadani, Investor Relations, [email protected], (437) 253-7773
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