QUIS Quisitive Technology Solutions Inc

Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS, OTCQX: QUISF), a premier Microsoft solutions and payment solutions provider, today reported financial results for the second quarter ended June 30, 2022.

Management Commentary"We’ve successfully achieved another record mark for top line revenue and Adjusted EBITDA with strong contributions from both our payments and cloud solutions segments, highlighting the efficacy of our dual business model," said Quisitive CEO Mike Reinhart. "The continued success of the cloud business was centered on ramping up cross-sell and upsell opportunities since the Catapult acquisition to build upon our momentum in capturing significant share in the growing global cloud market. In parallel, we experienced and took advantage of high payments volumes in our merchant services group, topping out at approximately $1.1 billion in transaction volume, and delivered on achieving Visa certification for our LedgerPay platform. As we progress towards full commercialization aligned to our roadmap, strong transaction volumes and strengthening partnerships within our payments business validate our trajectory and vision. We continue to remain well diversified from a customer, industry, and platform perspective, helping us remain resilient during the fluctuating macroeconomic environment.”

Second Quarter 2022 Financial ResultsThe Company’s condensed consolidated interim financial statements for three months ended June 30, 2022 and related management’s discussion and analysis can be found on the Company’s website and on the Company’s issuer profile on SEDAR at www.sedar.com. All figures are expressed in United States dollars unless otherwise stated.

• Revenue increased 107% to $47.6 million compared to $23.0 million for the quarter ended June 30, 2021.
• Gross profit increased 133% to $19.3 million compared to $8.3 million for the quarter ended June 30, 2021.
• Adjusted EBITDA increased to $6.9 million compared to $3.6 million for the quarter ended June 30, 2021.
• Global Payment Solutions revenue increased to $12.4 million compared to approximately $6.0 million for the quarter ended June 30, 2021.
• Global Cloud Solutions revenue increased to $35.3 million compared to approximately $17.0 million for the quarter ended June 30, 2021.
• As of June 30, 2022, the Company had $9.2 million in cash.

Second Quarter 2022 and Recent Operational Highlights

• Announced amendment to increase credit facility providing for a new US$9.5 million non-revolving, five-year term loan. The proceeds from the loan are expected to be used to fund earn-out obligations on previously completed acquisitions and for general corporate purposes.
• Announced election of Amy Brandt to board of directors, bringing over 20 years of experience as an accomplished entrepreneur and senior executive in institutional finance, and corporate and financial technology development.
• Recognized as Microsoft United States Health and Life Sciences Partner of the Year; an award given to Microsoft partners demonstrating excellence in innovation and implementation of customer solutions based on Microsoft technology.
• Received Visa certification to process credit and debit payments through the LedgerPay platform.
• Achieved the Microsoft Cloud Security Advanced Specialization; the Company now holds 12 Advanced Specializations.

Conference CallQuisitive management will hold a conference call today (August 18, 2022) at 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss these results.

Company CEO Mike Reinhart and CFO Scott Meriwether will host the call, followed by a question-and-answer period.

Toll Free dial-in: 1-877-704-4453International dial-in: 1-201-389-0920Webcast Link: Here

Please call the conference telephone number 10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 949-574-3860.

A telephonic replay of the conference call will be available after 7:30 p.m. Eastern time, and will expire after September 1, 2022.

Toll-free replay number: 1-844-512-2921 International replay number: 1-412-317-6671Replay ID: 13731806

For additional information, please visit the Investor Relations section of Quisitive’s website at: https://quisitive.com/investor-relations/.

The following table summarizes results for the second quarter ended June 30, 2022 and 2021:

	Three Months Ended								Six Months Ended
	June 30, 2022				June 30, 2021				June 30, 2022				June 30, 2021
Revenue	$	47,619			$	22,994			$	92,547			$	35,622
Cost of Revenue		28,297				14,695				55,317				23,033
Gross Margin		19,322				8,299				37,230				12,589
Operating Expenses
Sales and marketing expense		3,789				1,452				7,302				2,480
General and administrative		8,686				3,247				16,699				5,324
Development		106				92				206				403
Share-based compensation		819				73				1,241				462
Interest expense		930				1,196				1,893				1,475
Grant Income		-				(19	)			-				-
Amortization		4,311				2,612				8,581				3,490
Earn-out settlement loss		-				-				72				-
Acquisition related compensation		725				253				1,490				253
Depreciation		509				328				1,021				581
Foreign exchange loss (gain)		(201	)			48				109				326
Acquisition-related, transaction and other expenses		197				3,222				559				3,678
Loss Before Income Taxes		(549	)			(4,205	)			(1,943	)			(5,883	)
Income tax expense — current		1,083				461				2,320				891
Deferred income tax expense (recovery)		(1,052	)			(1,731	)			(2,233	)			(1,892	)
Net Loss for the Period	$	(580	)		$	(2,935	)		$	(2,030	)		$	(4,882	)

About Quisitive:Quisitive (TSXV: QUIS, OTCQX: QUISF) is a premier, global Microsoft partner that harnesses the Microsoft platform and complementary technologies, including custom solutions and first-party offerings, to generate transformational impact for enterprise customers. Our Cloud Solutions business focuses on helping enterprises move, operate, and innovate in the three Microsoft clouds. Centering on our LedgerPay product suite, our Payments Solutions business leverages the Microsoft Azure cloud to transform the payment processing industry into an entirely new source of customer engagement and consumer value. Quisitive serves clients globally from seventeen employee hubs across the world. For more information, visit www.Quisitive.com and follow @BeQuisitive.

Quisitive Investor ContactMatt Glover and John YiGateway Investor RelationsQUIS@gatewayir.com 949-574-3860

Tami AndersChief of Stafftami.anders@quisitive.com

Reconciliation of Non-GAAP Financial Measures - Adjusted EBITDA and Adjusted EBITDA as a percentage of revenue

Financial Measures and Adjusted EBITDA

There are measures included in this news release that do not have a standardized meaning under generally accepted accounting principles (GAAP) and therefore may not be comparable to similarly titled measures and metrics presented by other publicly traded companies. The Company includes these measures because it believes certain investors use these measures and metrics as a means of assessing financial performance. EBITDA (earnings before interest, taxes, depreciation and amortization is calculated as net earnings before finance costs (net of finance income), income tax expense, and depreciation and amortization of intangibles) is a non-GAAP financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies.

We prepare and release quarterly unaudited and annual audited financial statements prepared in accordance with IFRS. We also disclose and discuss certain non-GAAP financial information, used to evaluate our performance, in this and other earnings releases and investor conference calls as a complement to results provided in accordance with IFRS. We believe that current shareholders and potential investors in the Company use non-GAAP financial measures, such as Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues, in making investment decisions about the Company and measuring our operational results.

The term "Adjusted EBITDA" refers to a financial measure that we define as earnings before certain charges that management considers to be non-operating expenses and which consist of interest, taxes, depreciation, amortization, stock-based compensation (for which we include related fees and taxes), changes in fair value of derivatives, transaction and acquisition-related expenses, US payroll protection plan loan forgiveness, earn-out settlement losses and non-recurring development costs associated with obtaining bank sponsorship and operational certifications required to complete LedgerPay. Adjusted EBITDA as a percentage of revenues divides Adjusted EBITDA for a period by the revenues for the corresponding period and expresses the quotient as a percentage.

Management considers these non-operating expenses to be outside the scope of Quisitive's ongoing operations and the related expenses are not used by management to measure operations. Accordingly, these expenses are excluded from Adjusted EBITDA, which we reference to both measure our operations and as a basis of comparison of our operations from period-to-period.

Management believes that investors and financial analysts measure our business on the same basis, and we are providing the Adjusted EBITDA financial metric to assist in this evaluation and to provide a higher level of transparency into how we measure our own business. However, Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues are non-GAAP financial measures and may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues should not be construed as a substitute for net income determined in accordance with IFRS or other non-GAAP measures that may be used by other companies, such as EBITDA. The use of Adjusted EBITDA and Adjusted EBITDA as a percentage of revenues does have limitations. As these acquisition-related expenses charges may continue as we pursue our consolidation strategy, some investors may consider these charges and expenses as a recurring part of operations rather than expenses that are not part of operations.

Cautionary Note Regarding Forward Looking Information

This news release contains certain “forward‐looking information” and “forward‐looking statements” (collectively, “forward‐ looking statements”) within the meaning of applicable Canadian securities legislation regarding Quisitive 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. 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. These forward-looking statements include, but are not limited to, statements relating to: internal business integrations, full commercialization and success of the LedgerPay platform, expectations regarding go-to-market strategy and growing partnerships in the payments business, growth prospects, projected milestones and timelines.

The risks and uncertainties that may affect forward-looking statements, or the material factors or assumptions used to develop such forward-looking information, are described under the heading "Risks Factors" in the Company's annual information form dated June 23 , 2022, which are available under the Company’s issuer profile on SEDAR at www.sedar.com. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.

Neither the 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.