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 third quarter ended September 30, 2022.

Management Commentary"In our strongest financial quarter, we achieved record top line revenue and Adjusted EBITDA, with outsized contribution from our Azure-supported Cloud Solutions segment," said Quisitive CEO Mike Reinhart. "By emphasizing the synergies of cross selling under our one Quisitive brand we’ve experienced year-over-year value, strengthening our renewal rate with existing customers, and increasing our market share.”

“On our Payment Solutions segment, we continue to experience growth in the form of charge volumes within our Merchant Services Group, while also strengthening our partnerships in association with PayiQ and Visa. The journey of bringing PayiQ to full commercialization is ongoing, with the goal in mind to bring a thriving intelligence tool to our current and future merchants. We’re making steady progress on our PayiQ platform as we’ve successfully completed live transactions using the Mastercard network for authorization. We are approved to have both Mastercard and Visa operating in our cloud production environments and in parallel are continuing to advance the American Express and Discover certifications.”

Third Quarter 2022 Financial ResultsThe Company’s condensed consolidated interim financial statements for the three and nine months ended September 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 76% to $48.8 million compared to $27.8 million for the quarter ended September 30, 2021.
• Gross profit increased 87% to $20.3 million compared to $10.9 million for the quarter ended September 30, 2021.
• Adjusted EBITDA increased to $7.6 million compared to $5.2 million for the quarter ended September 30, 2021.
• Global Cloud Solutions revenue increased to $36.0 million compared to $17.4 million for the quarter ended September 30, 2021.
• Global Payment Solutions revenue increased to $12.8 million compared to $10.4 million for the quarter ended September 30, 2021.
• The Company’s total senior debt to EBITDA ratio was 2.92x at September 30, 2022.

Third Quarter 2022 and Recent Operational Highlights

• Partnered with Cybersource, a Visa Solution, to directly access VisaNet and expand the payment acceptance model for PayiQ.
• Rebranded the cloud-enabled payments solutions platform, formerly known as LedgerPay, to PayiQ.
• Achieved the Microsoft Business Applications 2022/2023 Inner Circle, an award given to companies that exemplify a high standard of excellence by delivering valuable solutions that help organizations achieve increased success.
• Executed a third amendment to existing credit facility with a syndicate of institutions, providing 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.

Conference CallQuisitive management will hold a conference call tomorrow (November 15, 2022) at 8:30 a.m. Eastern time (5:30 a.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 11:30 a.m. Eastern time and will expire after November 29, 2022.

Toll-free replay number: 1-844-512-2921        International replay number: 1-412-317-6671Replay ID: 13734060

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 third quarter ended September 30, 2022 and 2021:

	Three Months Ended								Nine Months Ended
	September 30, 2022				September 30, 2021				September 30, 2022				September 30, 2021
Revenue	$	48,814			$	27,761			$	141,361			$	63,383
Cost of Revenue		28,486				16,907				83,803				39,940
Gross Margin		20,328				10,854				57,558				23,443
Operating Expenses
Sales and marketing expense		3,501				1,673				10,803				4,153
General and administrative		9,217				4,015				25,916				9,339
Development		111				115				317				518
Share-based compensation		1,334				189				2,575				651
Interest expense		1,275				1,820				3,168				3,295
Amortization		4,312				3,641				12,893				7,131
Earn-out settlement loss		1,406				1,081				1,478				1,081
Acquisition related compensation		663				253				2,153				506
Depreciation		520				460				1,541				1,041
Foreign exchange loss (gain)		(364	)			(39	)			(255	)			287
Acquisition-related, transaction and other expenses		164				1,415				723				5,093
US Payroll Protection Plan Forgiveness		-				(1,683	)			-				(1,683	)
Other Income		(14	)			-				(14	)			-
Loss Before Income Taxes		(1,797	)			(2,086	)			(3,740	)			(7,969	)
Income tax expense - current		1,363				539				3,683				1,430
Deferred income tax expense (recovery)		(1,019	)			407				(3,252	)			(1,485	)
Net Loss for the Period	$	(2,141	)		$	(3,032	)		$	(4,173	)		$	(7,914	)

About Quisitive:Quisitive (TSXV: QUIS, OTCQX: QUISF) is a premier, global Microsoft partner that harnesses the Microsoft cloud 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. Our Payments Solutions division leverages the PayiQ platform powered by Microsoft Azure 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

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

Financial Measures and Adjusted EBITDAThere 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 PayiQ. 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' 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 PayiQ 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.